Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 shares | |
Document and Entity Information | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2022 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-38313 |
Entity Registrant Name | iClick Interactive Asia Group Limited |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 15/F |
Entity Address, Address Line Two | Prosperity Millennia Plaza |
Entity Address, Address Line Three | 663 King’s Road |
Entity Address, City or Town | Quarry Bay |
Entity Address, Country | CN |
Title of 12(b) Security | American Depositary Shares, one representing five Class A ordinary shares, par value US$0.001 per share |
Trading Symbol | ICLK |
Security Exchange Name | NASDAQ |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | false |
ICFR Auditor Attestation Flag | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Central Index Key | 0001697818 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2022 |
Amendment Flag | false |
Entity Address, Postal Zip Code | 000000 |
Auditor Name | PricewaterhouseCoopers |
Auditor Firm ID | 1389 |
Auditor Location | Hong Kong |
Business Contact | |
Document and Entity Information | |
Entity Address, Address Line One | 15/F |
Entity Address, Address Line Two | Prosperity Millennia Plaza |
Entity Address, Address Line Three | 663 King’s Road |
Entity Address, City or Town | Quarry Bay |
Entity Address, Country | CN |
Contact Personnel Name | David Zhang |
City Area Code | 852 |
Local Phone Number | 3700 9000 |
Contact Personnel Email Address | david.zhang@i-click.com |
Entity Address, Postal Zip Code | 000000 |
Ordinary shares | |
Document and Entity Information | |
Entity Common Stock, Shares Outstanding | 50,045,657 |
Class A ordinary shares | |
Document and Entity Information | |
Entity Common Stock, Shares Outstanding | 45,011,230 |
Class B ordinary shares | |
Document and Entity Information | |
Entity Common Stock, Shares Outstanding | 5,034,427 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 82,754 | $ 41,443 |
Time deposits | 10 | 11,128 |
Restricted cash | 22,543 | 36,146 |
Short-term investments | 7,011 | 7,771 |
Amount due from an equity investee | 312 | 276 |
Accounts receivable, net of allowance for credit losses of US$22,786 and US$37,215 as of December 31, 2021 and 2022, respectively | 64,556 | 187,261 |
Rebates receivable | 2,933 | 5,575 |
Prepaid media costs | 16,494 | 36,709 |
Other current assets | 8,047 | 24,957 |
Total current assets | 204,660 | 351,266 |
Non-current assets | ||
Deferred tax assets | 720 | 1,185 |
Property and equipment, net | 241 | 1,931 |
Investment in an equity investee | 279 | 354 |
Other long-term investments | 5,970 | 12,114 |
Intangible assets, net | 991 | 53,713 |
Goodwill | 81,674 | |
Right-of-use assets, net | 1,292 | 3,834 |
Other assets | 7,629 | 1,663 |
Total non-current assets | 17,122 | 156,468 |
Total assets | 221,782 | 507,734 |
Current liabilities | ||
Accounts payable (including accounts payable of the consolidated variable interest entity ("VIE") and its subsidiaries without recourse to the Company of US$2,262 and US$2,036 as of December 31, 2021 and 2022, respectively) | 41,728 | 66,587 |
Deferred revenue (including deferred revenue of the consolidated VIE and its subsidiaries without recourse to the Company of US$88 and US$29 as of December 31, 2021 and 2022, respectively) | 16,975 | 22,802 |
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$1,444 and US$861 as of December 31, 2021 and 2022, respectively) | 30,539 | 29,735 |
Lease liabilities (including lease liabilities of the consolidated VIE and its subsidiaries without recourse to the Company of US$295 and US$111 as of December 31, 2021 and 2022, respectively) | 2,151 | 2,141 |
Bank borrowings (including bank borrowing of the consolidated VIE and its subsidiaries without recourse to the Company of US$1,889 and US$1,590 as of December 31, 2021 and 2022, respectively) | 44,283 | 75,530 |
Income tax payable (including income tax payable of the consolidated VIE and its subsidiaries without recourse to the Company of US$575 and US$501 as of December 31, 2021 and 2022, respectively) | 2,040 | 4,050 |
Total current liabilities | 137,716 | 200,845 |
Non-current liabilities | ||
Lease liabilities (including lease liabilities of the consolidated VIE and its subsidiaries without recourse to the Company of US$89 and US$24 as of December 31, 2021 and 2022, respectively) | 1,380 | 1,463 |
Deferred tax liabilities (including deferred liabilities of the consolidated VIE and its subsidiaries without recourse to the Company of US$99 and US$64 as of December 31, 2021 and 2022, respectively) | 1,326 | 13,378 |
Accrued liabilities and other liabilities | 2,071 | 459 |
Total non-current liabilities | 4,777 | 15,300 |
Total liabilities | 142,493 | 216,145 |
Commitments and contingencies | ||
Equity | ||
Treasury shares (2,323,802 and 5,843,335 shares as of December 31, 2021 and 2022, respectively) | (28,457) | (20,908) |
Additional paid-in capital | 529,455 | 525,508 |
Statutory reserves | 81 | 81 |
Accumulated other comprehensive income/(losses) | (4,086) | 860 |
Accumulated deficit | (422,112) | (221,237) |
Total iClick Interactive Asia Group Limited shareholders' equity | 74,930 | 284,352 |
Non-controlling interests | 4,359 | 7,237 |
Total equity | 79,289 | 291,589 |
Total liabilities and equity | 221,782 | 507,734 |
Class A ordinary shares | ||
Equity | ||
Ordinary shares | 44 | 43 |
Class B ordinary shares | ||
Equity | ||
Ordinary shares | $ 5 | $ 5 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts receivable, net of allowance for credit losses | $ 37,215 | $ 22,786 |
Other current assets, net of allowance for credit losses | 0 | 289 |
Other assets, net of allowance for credit losses | 4,043 | 0 |
Accounts payable | 41,728 | 66,587 |
Deferred revenue | 16,975 | 22,802 |
Accrued liabilities and other current liabilities | 30,539 | 29,735 |
Lease liabilities, current | 2,151 | 2,141 |
Bank borrowings | 44,283 | 75,530 |
Income tax payable | 2,040 | 4,050 |
Lease liabilities, non current | 1,380 | 1,463 |
Deferred tax liabilities | $ 1,326 | $ 13,378 |
Ordinary shares, par value | $ 0.001 | $ 0.001 |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 |
Treasury shares | 5,843,335 | 2,323,802 |
VIE | ||
Accounts payable | $ 2,008 | $ 2,262 |
Deferred revenue | 29 | 88 |
Accrued liabilities and other current liabilities | 861 | 1,444 |
Lease liabilities, current | 111 | 295 |
Bank borrowings | 1,590 | 1,889 |
Income tax payable | 501 | 575 |
Lease liabilities, non current | 24 | 89 |
Deferred tax liabilities | $ 64 | $ 99 |
Class A ordinary shares | ||
Ordinary shares, shares authorized | 80,000,000 | 80,000,000 |
Ordinary shares, shares issued | 43,736,801 | 42,865,515 |
Ordinary shares, shares outstanding | 43,736,801 | 42,865,515 |
Class B ordinary shares | ||
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 5,034,427 | 5,034,427 |
Ordinary shares, shares outstanding | 5,034,427 | 5,034,427 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net revenues | $ 169,080 | $ 307,702 | $ 254,745 |
Cost of revenues | (173,212) | (218,549) | (181,482) |
Gross profit/(loss) | (4,132) | 89,153 | 73,263 |
Operating expenses | |||
Research and development expenses | (9,216) | (9,527) | (5,349) |
Sales and marketing expenses | (44,613) | (52,872) | (38,028) |
General and administrative expenses | (51,668) | (39,643) | (31,648) |
Impairment of long-lived assets | (4,403) | ||
Impairment of goodwill | (80,137) | ||
Total operating expenses | (190,037) | (102,042) | (75,025) |
Operating loss | (194,169) | (12,889) | (1,762) |
Interest income | 1,478 | 824 | 1,297 |
Interest expense | (2,057) | (4,089) | (2,650) |
Other gains/(losses), net | (19,165) | 2,203 | 5,852 |
Fair value losses on derivative liabilities | (11,466) | ||
Fair value losses on convertible notes | (4,433) | ||
Loss before share of loss from an equity investee and income tax expense | (213,913) | (13,951) | (13,162) |
Share of loss from an equity investee | (75) | (107) | (111) |
Income tax expense | 11,182 | (2,540) | (1,633) |
Net loss | (202,806) | (16,598) | (14,906) |
Net loss attributable to non-controlling interests | 1,931 | 2,967 | 2,288 |
Net loss attributable to iClick Interactive Asia Group Limited's ordinary shareholders | (200,875) | (13,631) | (12,618) |
Other comprehensive income/(loss): | |||
Foreign currency translation adjustment, net of US$nil tax | (5,060) | 3,484 | 5,274 |
Comprehensive loss | (207,866) | (13,114) | (9,632) |
Comprehensive loss attributable to non-controlling interests | 2,045 | 2,823 | 2,015 |
Comprehensive loss attributable to iClick Interactive Asia Group Limited | $ (205,821) | $ (10,291) | $ (7,617) |
Net loss per share attributable to iClick Interactive Asia Group Limited | |||
- Basic | $ (3.98) | $ (0.28) | $ (0.32) |
- Diluted | $ (3.98) | $ (0.28) | $ (0.32) |
Weighted average number of ordinary shares used in per share calculation: | |||
- Basic | 50,420,225 | 48,187,235 | 39,368,436 |
- Diluted | 50,420,225 | 48,187,235 | 39,368,436 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Foreign currency translation adjustment | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Ordinary shares | Treasury shares | Additional paid-in capital | Accumulated deficit Cumulative effect, period of adoption, adjustment | Accumulated deficit | Statutory reserves | Accumulated other comprehensive losses | Total iClick Interactive Asia Group Limited shareholders' equity Cumulative effect, period of adoption, adjustment | Total iClick Interactive Asia Group Limited shareholders' equity | Non-controlling interests | Cumulative effect, period of adoption, adjustment | Total |
Beginning balance at Dec. 31, 2019 | $ 29 | $ 305,344 | $ (191,016) | $ 81 | $ (7,479) | $ 102,101 | $ 12,455 | $ 114,556 | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 28,690,635 | |||||||||||
Treasury shares, beginning (in shares) at Dec. 31, 2019 | 1,744,873 | |||||||||||
Treasury shares, beginning at Dec. 31, 2019 | $ (4,858) | |||||||||||
Reissuance of treasury shares upon exercise of employee share options and vesting of RSUs | $ 1 | $ 194 | 1,110 | 1,305 | 1,305 | |||||||
Reissuance of treasury shares upon exercise of employee share options and vesting of restricted share units ("RSUs") (in shares) | 546,340 | (546,340) | ||||||||||
Share-based compensation expenses | 6,249 | 6,249 | 6,249 | |||||||||
Issuance of shares upon vesting of RSUs (in shares) | 171,932 | |||||||||||
Repurchase of ordinary shares | $ (5,677) | (5,677) | (5,677) | |||||||||
Repurchase of ordinary shares (in shares) | 397,839 | |||||||||||
Issuance of ordinary shares but held as treasury shares (in shares) | 800,000 | |||||||||||
Capital injection in a subsidiary | 1,716 | 1,716 | (1,716) | |||||||||
Purchase of interests in subsidiaries from non-controlling interests | 2,795 | 2,795 | (9,798) | (7,003) | ||||||||
Purchase of interests in subsidiaries from non-controlling interests (in shares) | 313,011 | |||||||||||
Issuance of ordinary shares upon share offerings | $ 5 | 71,912 | 71,917 | 71,917 | ||||||||
Issuance of ordinary shares upon share offerings (in shares) | 5,546,007 | |||||||||||
Issuance of ordinary shares pursuant to convertible notes conversion | $ 7 | 68,888 | 68,895 | 68,895 | ||||||||
Issuance of ordinary shares pursuant to convertible notes conversion (in shares) | 6,776,204 | |||||||||||
Business combinations | $ 4 | 34,386 | 34,390 | 7,987 | 42,377 | |||||||
Business combinations (in shares) | 3,772,694 | |||||||||||
Contribution from non-controlling interests | 73 | 73 | ||||||||||
Net loss for the year | (12,618) | (12,618) | (2,288) | (14,906) | ||||||||
Foreign currency translation | 5,001 | 5,001 | 273 | 5,274 | ||||||||
Ending balance at Dec. 31, 2020 | $ 46 | 492,400 | $ (3,972) | (207,606) | 81 | (2,478) | $ (3,972) | 272,102 | 6,986 | $ (3,972) | 279,088 | |
Ending balance (in shares) at Dec. 31, 2020 | 45,816,823 | |||||||||||
Treasury shares, ending (in shares) at Dec. 31, 2020 | 2,396,372 | |||||||||||
Treasury shares, ending at Dec. 31, 2020 | $ (10,341) | |||||||||||
Reissuance of treasury shares upon exercise of employee share options and vesting of RSUs | $ 1 | $ 120 | 540 | 661 | 661 | |||||||
Reissuance of treasury shares upon exercise of employee share options and vesting of restricted share units ("RSUs") (in shares) | 677,530 | (677,530) | ||||||||||
Share-based compensation expenses | 11,969 | 11,969 | 11,969 | |||||||||
Issuance of shares upon vesting of RSUs (in shares) | 572,500 | |||||||||||
Repurchase of ordinary shares | $ (10,687) | (10,687) | (10,687) | |||||||||
Repurchase of ordinary shares (in shares) | 604,960 | |||||||||||
Issuance of ordinary shares upon subscription from Baozun Inc. | $ 1 | 18,539 | 18,540 | 18,540 | ||||||||
Issuance of ordinary shares upon subscription from Baozun Inc. (in shares) | 649,349 | |||||||||||
Issuance of ordinary shares upon settlement for contingent consideration payable | 2,060 | 2,060 | 2,060 | |||||||||
Issuance of ordinary shares upon settlement for contingent consideration payable (in shares) | 183,740 | |||||||||||
Business combinations | 3,072 | 3,072 | ||||||||||
Net loss for the year | (13,631) | (13,631) | (2,967) | (16,598) | ||||||||
Foreign currency translation | 3,338 | 3,338 | 146 | 3,484 | ||||||||
Ending balance at Dec. 31, 2021 | $ 48 | 525,508 | (221,237) | 81 | 860 | 284,352 | 7,237 | $ 291,589 | ||||
Ending balance (in shares) at Dec. 31, 2021 | 47,899,942 | |||||||||||
Treasury shares, ending (in shares) at Dec. 31, 2021 | 2,323,802 | 2,323,802 | ||||||||||
Treasury shares, ending at Dec. 31, 2021 | $ (20,908) | $ (20,908) | ||||||||||
Reissuance of treasury shares upon exercise of employee share options and vesting of RSUs | $ 25 | 43 | 68 | 68 | ||||||||
Reissuance of treasury shares upon exercise of employee share options and vesting of restricted share units ("RSUs") (in shares) | 139,871 | (139,871) | ||||||||||
Share-based compensation expenses | 3,794 | 3,794 | 3,794 | |||||||||
Issuance of shares upon vesting of RSUs (in shares) | 345,000 | |||||||||||
Repurchase of ordinary shares | $ (7,574) | (7,574) | (7,574) | |||||||||
Repurchase of ordinary shares (in shares) | 3,659,404 | |||||||||||
Purchase of interests in subsidiaries from non-controlling interests | $ 1 | 110 | 111 | (833) | (722) | |||||||
Purchase of interests in subsidiaries from non-controlling interests (in shares) | 386,415 | |||||||||||
Net loss for the year | (200,875) | (200,875) | (1,931) | (202,806) | ||||||||
Foreign currency translation | (4,946) | (4,946) | (114) | (5,060) | ||||||||
Ending balance at Dec. 31, 2022 | $ 49 | $ 529,455 | $ (422,112) | $ 81 | $ (4,086) | $ 74,930 | $ 4,359 | $ 79,289 | ||||
Ending balance (in shares) at Dec. 31, 2022 | 48,771,228 | |||||||||||
Treasury shares, ending (in shares) at Dec. 31, 2022 | 5,843,335 | 5,843,335 | ||||||||||
Treasury shares, ending at Dec. 31, 2022 | $ (28,457) | $ (28,457) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net loss | $ (202,806) | $ (16,598) | $ (14,906) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation of property and equipment | 842 | 648 | 381 |
Amortization of intangible assets | 2,990 | 3,238 | 4,189 |
Amortization of right-of-use assets | 2,650 | 2,785 | 1,930 |
Losses/(gains) on disposals of property and equipment | (40) | (16) | 3 |
Allowance for credit losses on accounts receivable | 18,542 | 12,424 | 6,587 |
Accounts receivable written off | (1,978) | (1,669) | (2,621) |
Allowance for credit losses on loans and interest receivable | 3,661 | 289 | |
Other receivable written off | 7,566 | ||
Share-based compensation expenses in relation to the to ordinary shares upon subscription from Baozun Inc. | 1,530 | ||
Other share-based compensation expenses | 3,794 | 11,969 | 6,249 |
Fair value losses on derivative liabilities | 11,466 | ||
Fair value losses on convertible notes | 4,433 | ||
Fair value (gains)/losses on short-term investments | 2,368 | 316 | (1,404) |
Impairment of goodwill | 80,137 | ||
Impairment of intangible assets | 49,778 | ||
Impairment of long-term investments | 10,805 | 4,038 | 0 |
Impairment of property and equipment | 1,206 | ||
Impairment of right-of-use assets | 2,365 | ||
Fair value changes on contingent consideration payables | 8,396 | (418) | |
Deferred tax | (11,557) | (905) | (1,151) |
Share of losses from an equity investee | 75 | 107 | 111 |
Changes in operating assets and liabilities, net | |||
Accounts receivable | 104,006 | (58,615) | 1,996 |
Prepayments and other assets | 912 | 3,333 | (1,426) |
Rebates receivables | 2,642 | 5,626 | (4,987) |
Prepaid media costs | 17,515 | (1,463) | (8,383) |
Accounts payable | (24,859) | 23,447 | (23,345) |
Accrued liabilities and other current liabilities | 3,999 | (1,504) | 3,392 |
Deferred revenue | (6,935) | (5,323) | 265 |
Income tax payable | (1,839) | (80) | (121) |
Income tax recoverable | (319) | 7 | (55) |
Lease liabilities | (2,776) | (2,781) | (2,173) |
Amount due from an equity investee | (36) | (58) | (63) |
Net cash (used in)/provided by operating activities | 71,104 | (19,673) | (19,633) |
Cash flows from investing activities | |||
Purchase of property and equipment | (506) | (1,386) | (556) |
Purchase of intangible assets | (203) | (575) | |
(Purchase)/redemption of short-term investments | (99) | 15,633 | (22,267) |
Investment in an equity investee | (412) | ||
Purchase of other long-term investments | (6,500) | (4,108) | (7,129) |
Prepayment for long-term investment costs | (394) | (1,901) | |
Redemption/(purchase) of time deposits | 11,118 | (11,039) | 321 |
Disposal/(acquisition) of businesses, net of cash received | (7,742) | (10,007) | 6,226 |
Purchase of interest in a subsidiary from non-controlling interests | (722) | ||
Loan to third parties | (17,303) | (1,400) | |
Repayment of loan from third parties | 434 | 6,400 | |
Proceeds from disposals of property and equipment | 40 | 17 | |
Net cash (used in)/provided by investing activities | (3,977) | (22,390) | (27,693) |
Cash flows from financing activities | |||
Proceeds from exercise of share options | 68 | 661 | 1,305 |
Proceeds from bank borrowings | 180,006 | 248,784 | 180,511 |
Repayments of bank borrowings | (209,789) | (231,025) | (165,131) |
Proceeds from issuance of convertible notes, net of transaction expenses | 19,184 | ||
Redemption of convertible notes | (15,196) | ||
Contribution from non-controlling interests | 73 | ||
Repurchase of ordinary shares | (7,574) | (10,687) | (5,677) |
Net proceeds from issuance of ordinary shares upon share offerings | 71,917 | ||
Net proceeds from issuance of ordinary shares upon subscription from Baozun Inc. | 17,010 | ||
Purchase of interests in subsidiaries from non-controlling interests | (7,003) | ||
Net cash provided by/(used in) financing activities | (37,289) | 24,743 | 79,983 |
Net increase/(decrease) in cash and cash equivalents and restricted cash | 29,838 | (17,320) | 32,657 |
Cash and cash equivalents and restricted cash at the beginning of year | 77,589 | 94,377 | 60,706 |
Effect on exchange rate changes on cash and cash equivalents and restricted cash | (2,130) | 532 | 1,014 |
Cash and cash equivalents and restricted cash at the end of year | 105,297 | 77,589 | 94,377 |
Reconciliation of cash and cash equivalents and restricted cash within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows above: | |||
Cash and cash equivalents | 82,754 | 41,443 | 52,232 |
Restricted cash, current | 22,543 | 36,146 | 42,145 |
Cash and cash equivalents and restricted cash | 105,297 | 77,589 | 94,377 |
Supplemental disclosure of cash flow information: | |||
Interests paid | (2,114) | (3,922) | (2,545) |
Cash paid for income taxes | (1,949) | (3,677) | (2,960) |
Supplemental schedule of non-cash investing and financing activities: | |||
Fair value losses on convertible notes | 4,433 | ||
Fair value losses on derivative liabilities | 11,466 | ||
Issuance of ordinary shares upon conversion of convertible notes | 68,895 | ||
Issuance of ordinary shares upon acquisition of subsidiaries | 42,377 | ||
Issuance of convertible notes upon exercise of call option | $ 11,466 | ||
Issuance of ordinary shares upon acquisition of interest in a subsidiary from non-controlling interests | $ 1,577 | ||
Issuance of ordinary shares upon settlement for contingent consideration payable | 2,060 | ||
Transfer of prepayments for long-term investments to other long-term investments | $ 7,023 |
Organization and principal acti
Organization and principal activities | 12 Months Ended |
Dec. 31, 2022 | |
Organization and principal activities | |
Organization and principal activities | 1 Organization and principal activities (a) Organization and nature of operation iClick Interactive Asia Group Limited (the “Company”) and its subsidiaries are collectively referred to as the Group. The Company was incorporated under the law of Cayman Islands as a limited company on February 3, 2010. The Group is principally engaged in (i) the provision of online advertising services (“Marketing Solutions”) and (ii) the provision of software and data analytical tool licenses, customer relationship management solutions, and digitalized operational solutions (“Enterprise Solutions”). The Group’s principal operations and geographic market are in Greater China and have offices in Hong Kong and The People’s Republic of China (“the PRC”). There are also sales teams in Singapore and the United Kingdom. The accompanying consolidated financial statements include the financial statements of the Company, its principal subsidiaries and consolidated VIE and the VIE’s subsidiaries (defined in Note 1(b)) as follows: Effective interest held through equity ownership/ contractual Date of Place of arrangements incorporation/ incorporation/ Name Relationship (Note (i)) establishment establishment Principal activities Tetris Media Limited Subsidiary 100 % July 2007 Hong Kong Investment holding iClick Interactive Asia Limited Subsidiary 100 % December 2008 Hong Kong Online advertising, SaaS products and services China Search (Asia) Limited Subsidiary 100 % September 2010 Hong Kong Online advertising iClick Interactive (Singapore) Pte. Ltd. Subsidiary 100 % January 2011 Singapore Online advertising iClick Data Technology (Beijing) Limited (“Beijing WFOE”) Subsidiary 100 % January 2011 The PRC Online advertising, SaaS products and services Search Asia Technology (Shenzhen) Co., Ltd. Subsidiary 100 % January 2011 The PRC Online advertising Performance Media Group Limited Subsidiary 100 % January 2013 Hong Kong Online advertising CMRS Digital Solutions Limited Subsidiary 100 % April 2008 Hong Kong Online advertising, SaaS products and services Beyond Digital Solutions Limited Subsidiary 100 % April 2010 Hong Kong Online advertising, SaaS products and services CruiSo Digital Solutions Limited Subsidiary 100 % May 2011 Hong Kong Online advertising, SaaS products and services Tetris Information Technology (Shanghai) Co., Ltd. Subsidiary 100 % April 2008 The PRC Online advertising, SaaS products and services OptAim (Beijing) Information Technology Co., Ltd. (“OptAim WFOE”) Subsidiary 100 % November 2014 The PRC Online advertising, SaaS products and services 1 Organization and principal activities (Continued) (a) Organization and nature of operation (Continued) The accompanying consolidated financial statements include the financial statements of the Company, its principal subsidiaries and consolidated VIE and the VIE’s subsidiaries (defined in Note 1(b)) as follows: (Continued) Effective interest held through equity ownership/ contractual Date of Place of arrangements incorporation/ incorporation/ Name Relationship (Note (i)) establishment establishment Principal activities Anhui Zhiyunzhong Information Technology Co., Ltd. (“OptAim Anhui”) Subsidiary 100 % November 2017 The PRC Online advertising, SaaS products and services Tetris (Shanghai) Data Technology Co., Ltd. Subsidiary 100 % October 2020 The PRC Online advertising, SaaS products and services Zhiyunzhong (Shanghai) Technology Co., Ltd. (“Shanghai OptAim”) Subsidiary 100 % September 2014 The PRC Online advertising Beijing OptAim Network Technology Co., Ltd. (“Beijing OptAim”) VIE 100 % September 2012 The PRC Online advertising Shanghai Myhayo Technology Co., Ltd. (“Myhayo”) (Notes (ii), (iii)) VIE’s subsidiary 36.8 % May 2017 The PRC Mobile content aggregator and online advertising Anhui Myhayo Technology Co., Ltd. (“Anhui Myhayo”) (Notes (ii), (iii)) VIE’s subsidiary 36.8 % September 2018 The PRC Mobile content aggregator and online advertising Changyi (Shanghai) Information Technology Ltd. (“Changyi”) (Note (iv)) Subsidiary 100 % January 2014 The PRC SaaS products and services Xi’an Changzhan Information Technology Ltd. (“Xian Changyi”) Subsidiary 100 % August 2019 The PRC SaaS products and services Optimal Power Limited (“Optimal”) (Note (v)) Subsidiary 100 % September 2019 BVI Investment holding Note: (i) Save for the impacts from the transactions detailed in Notes (iii), (iv) and (v) below, there was no change in the Company’s effective interest held through equity ownership/ contractual arrangements over the principal subsidiaries and consolidated VIE and the VIE’s subsidiaries during the years ended December 31, 2020, 2021 and 2022. (ii) Although the Company owns less than 50% ownership in these entities, these entities are consolidated as the Company obtains control with its controlling voting right at the level of both shareholders and board of directors pursuant to agreements with other investors of these entities. 1 Organization and principal activities (Continued) (a) Organization and nature of operation (Continued) Note: (Continued) (iii) The Company acquired 40% equity interest of Anhui Myhayo and Shanghai Myhayo in November 2018. In August 2019 and August 2020, there were contribution from non-controlling interests of US $2,905 to Anhui Myhayo and US $73 to Shanghai Myhayo, respectively, whereby the Company’s (i) equity interest in Anhui Myhayo was diluted to 36.8% in August 2019 and (ii) equity interest in Shanghai Myhayo was diluted to 36.8% in August 2020. These transactions did not result in a loss of the Company’s control over Anhui Myhayo and Shanghai Myhayo and were accounted for as transactions with non-controlling interests, resulting in an increase in equity by US $2,905 and US $73 for the years ended December 31, 2019 and 2020, respectively. (iv) The Company acquired 34.38% equity interest of Changyi, which held 100% equity interest of Suzhou Changyi, Xian Changyi, Shanghai Changyu and Anhui Aizhishu, in January 2019. During the years ended December 31, 2019, 2020 and 2022, the Company has further completed the following transactions in relation to Changyi. - In May 2019, the Company injected a total cash of RMB15 million (equivalent to US$2,217) to Changyi as paid-up capital, upon which the Company’s equity interest in Changyi increased to 41.46%. - In September 2020, the Company further injected a total cash of RMB65 million (equivalent to US$9,477) to Changyi as paid-up capital, resulting in a transfer of non-controlling interests of US$1,716 to additional paid-in capital for the year ended December 31, 2020. The Company’s equity interest in Changyi increased further to 52.62%. - In December 2020, the Company acquired 7.22% equity interest of Changyi from non-controlling interests using 313,011 Class A ordinary shares of the Company with a fair market value of US$4,176, resulting in a transfer of non-controlling interests of US$1,658 to additional paid-in capital for the year ended December 31, 2020. The Company’s equity interests in Changyi increased further to 59.84%. - In August 2022, the Company acquired the remaining 40.16% equity interest of Changyi from non-controlling interests using cash consideration of US$722 and 1,545,663 class A ordinary shares of the Company with a fair market value of US$1,577, resulting in a transfer of non-controlling interests of US$833 to additional paid-in capital for the year ended December 31, 2022. Upon completion of this transaction, the Company owns 100% equity interests in Changyi. These transactions did not change the Company’s control over Changyi and were not accounted for as transactions with non-controlling interests. (v) The Company acquired 80% equity interest of Optimal in May 2020 (Note 4(a)). In December 2020, the Company acquired the remaining 20% equity interest of Optimal from the non-controlling interest at a cash consideration of US $7,003 , whereby the Company’s equity interests in Optimal increased to 100% . This was accounted for as a transaction with non-controlling interests with an increase in additional paid-in capital of US $1,137 and a reduction in non-controlling interests of US $8,140 for the year ended December 31, 2020. 1 Organization and principal activities (Continued) (b) Consolidated VIE and VIE’s subsidiaries When the Company acquired OptAim WFOE in July 2015, OptAim WFOE is considered as a foreign invested enterprise and any foreign ownership in advertising business was subject to certain restrictions under the PRC laws and regulations at that time. To comply with the then-effective PRC laws and regulations, certain of the Group’s operations are conducted through Beijing OptAim and its subsidiaries (together, “OptAim VIE”). OptAim WFOE, a wholly-owned subsidiary of the Company, or a wholly foreign owned enterprise (“WFOE”) of the Company, entered into a series of contractual agreements among Beijing OptAim and Beijing OptAim’s legal shareholders. Management evaluated the contractual relationships among the Company, OptAim WFOE and OptAim VIE as detailed below, and concluded that OptAim WFOE is the primary beneficiary of OptAim VIE. As a result, OptAim VIE’s results of operations, assets and liabilities have been included in the Group’s consolidated financial statements. As a result of an internal restructuring within the Group in 2021 to move the VIE structure from OptAim WFOE to Beijing WFOE (being another wholly-owned subsidiary of the Company in the PRC), on November 1, 2021, the VIE contractual agreements as detailed below were amended and restated, which were to provide Beijing WFOE with the power, rights and obligations equivalent in all material respects to those it would possess as the principal equity holder of OptAim VIE by signing such contractual agreements among Beijing OptAim and Beijing OptAim’s legal shareholders to have Beijing WFOE replacing OptAim WFOE as the primary beneficiary of OptAim VIE. OptAim VIE The Company’s relationships with Beijing OptAim and its shareholders are governed by the following contractual arrangements: ● Cooperative Agreement Under the cooperative agreement between OptAim WFOE/Beijing WFOE and Beijing OptAim, OptAim WFOE/Beijing WFOE has the exclusive right to provide to Beijing OptAim, among others, technical consulting, technical support, business consulting, and appointment and dismissal of employees. OptAim WFOE/Beijing WFOE will collect a fee from Beijing OptAim to be determined at the sole discretion of OptAim WFOE/Beijing WFOE. The term of this agreement will not expire unless OptAim WFOE/Beijing WFOE provides prior written notice to Beijing OptAim. ● Purchase Option Agreement The parties to the purchase option agreement are OptAim WFOE/Beijing WFOE, Beijing OptAim and each of the shareholders of Beijing OptAim. Under the purchase option agreement, each of the shareholders of Beijing OptAim irrevocably granted OptAim WFOE/Beijing WFOE or its designated representative(s) an exclusive option to purchase, to the extent permitted under PRC law, all or part of its equity interests in Beijing OptAim. OptAim WFOE/Beijing WFOE or its designated representative(s) have sole discretion as to when to exercise such options, either in part or in full. Without prior written consent from OptAim WFOE/Beijing WFOE, Beijing OptAim’s shareholders shall not sell, transfer, mortgage or otherwise dispose their equity interests in Beijing OptAim. The agreement will not expire until all shares of Beijing OptAim are transferred to OptAim WFOE/Beijing WFOE or its designated representative(s). 1 Organization and principal activities (Continued) (b) Consolidated VIE and VIE’s subsidiaries (Continued) ● Power of Attorney Pursuant to the irrevocable power of attorney executed by the shareholders of Beijing OptAim, Beijing OptAim appointed OptAim WFOE/Beijing WFOE as its attorney-in-fact to exercise all shareholders’ rights in Beijing OptAim, including, without limitation, the power to vote on all matters of Beijing. OptAim requiring shareholder approval under PRC laws and regulations and the articles of association of Beijing OptAim. The power of attorney will remain in force until OptAim WFOE/Beijing WFOE provides prior written notice to Beijing OptAim. ● Pledge Agreement Pursuant to the pledge agreement between OptAim WFOE/Beijing WFOE and the shareholders of Beijing OptAim, the shareholders of Beijing OptAim have pledged all of their equity interests in Beijing OptAim to OptAim WFOE/Beijing WFOE to guarantee the performance by Beijing OptAim under the cooperative agreement, purchase option agreement, and powers of attorney. If Beijing OptAim and/or its shareholders breach their contractual obligations under those agreements, OptAim WFOE/Beijing WFOE, as pledgee, will be entitled to certain rights, including the right to sell the pledged equity interests. Under the pledge agreement, the shareholders of Beijing OptAim are not able to provide any other guarantee by pledging the shares of Beijing OptAim, transfer or sell their pledged shares to other individual, change share capital of Beijing OptAim or transfer or sell the assets out of Beijing OptAim. The shareholders of Beijing OptAim have completed the registration of the equity pledge with the relevant office of the Administration for Industry and Commerce in accordance with the PRC Property Rights Law on June 21, 2017. Through the aforementioned contractual agreements, OptAim VIE is considered VIE in accordance with Generally Accepted Accounting Principles in the United States (“U.S. GAAP”) because the Company, through OptAim WFOE/Beijing WFOE, has the ability to: ● exercise effective control over OptAim VIE whereby having the power to direct OptAim VIE’s activities that most significantly drive the economic results of OptAim VIE; ● receive substantially all of the economic benefits and residual returns, and absorb substantially all the risks and expected losses from OptAim VIE as if it was their sole shareholder; and ● have an exclusive option to purchase all of the equity interests in OptAim VIE. As of December 31, 2021 and 2022, the total assets of OptAim VIE (excluding amounts due from subsidiaries of the Group) were US$10,506 and US$7,110, respectively, mainly comprising cash and cash equivalents, accounts receivable, prepaid media costs, property and equipment, intangible assets, right-of-use assets, other long-term investment and other assets. As of December 31, 2021 and 2022, the total liabilities of OptAim VIE (excluding amounts due to subsidiaries of the Group) were US$6,741 and US$5,188 respectively, mainly comprising accounts payable, deferred revenue, lease liabilities, bank borrowings, income tax payable, accrued liabilities and other current liabilities, and deferred tax liabilities. 1 Organization and principal activities (Continued) (b) Consolidated VIE and VIE’s subsidiaries (Continued) In accordance with the aforementioned agreements, the Company has the power to direct activities of OptAim VIE, and can have assets transferred out of OptAim VIE. Therefore the Company considers that there is no asset in OptAim VIE that can be used only to settle obligations of OptAim VIE, except for registered capital and PRC statutory reserves of OptAim VIE amounting to US$2,081 and US$2,081, respectively, as of December 31, 2021 and 2022. As Beijing OptAim and its subsidiaries were incorporated as limited liability companies under the PRC Company Law, the creditors do not have recourse to the general credit of the Company for all the liabilities of OptAim VIE. Currently there is no contractual arrangement that could require the Company to provide additional financial support to OptAim VIE. As the Company is conducting its PRC online advertising services business through OptAim VIE, the Company will, if needed, provide such support on a discretion basis in the future, which could expose the Company to a loss. There is no VIE where the Company has variable interest but is not the primary beneficiary. In the opinion of the Company’s management, the contractual arrangements among its subsidiary, the VIE and the nominee shareholder are in compliance with current PRC laws and are legally binding and enforceable. However, uncertainties in the interpretation and enforcement of the PRC laws, regulations and policies could limit the Company’s ability to enforce these contractual arrangements. In addition, the nominee shareholder of the VIE is Mr Jian Tang, the chairman of our board of directors and our chief executive officer, who controls around 30% of the Company in terms of voting power. Therefore, the enforceability of the contractual agreements between the Company’s subsidiary, the VIE and its nominee shareholder depends on whether the shareholder will fulfil these contractual agreements. As a result, the Company may be unable to consolidate the VIE and VIE’s subsidiaries in the consolidated financial statements. The Company’s ability to control OptAim VIE also depends on the power of attorney and the effect of the share pledge under the Pledge Agreement and OptAim WFOE/Beijing WFOE has to vote on all matters requiring shareholder approval in OptAim VIE. As noted above, the Company believes this power of attorney is legally enforceable but may not be as effective as direct equity ownership. 1 Organization and principal activities (Continued) (c) Share offerings in 2020 (i) Private investment in public equity offering (“PIPE”) The Company completed a PIPE offering on June 22, 2020 and issued a total of 2,107,400 Class A ordinary shares. The net proceeds received by the Company, after deducting offering expenses of US$3,469, amounted to US$18,531. (ii) Follow-on offering The Company completed a follow-on offering of 8,500,001 American Depositary Shares (“ADSs”) (equivalent to 4,250,001 Class A ordinary shares) at a public offering price of US$8.50 per ADS on September 8, 2020. Each ADS represents 0.5 common share. Of the ADSs sold in the follow-on offering, 6,877,214 ADSs (equivalent to 3,438,607 Class A ordinary shares) were newly issued and sold by the Company and 1,622,787ADSs (equivalent to 811,394 Class A ordinary shares) were sold by an existing shareholder. The net proceeds received by the Company, after deducting offering expenses of US$5,070, amounted to US$53,386. (d) Issuance of shares to a new investor in 2021 Pursuant to a share subscription agreement entered into between the Company and a new investor Baozun Inc. (“Baozun”) in January 2021, the Company has issued a total of 649,349 Class B ordinary shares to Baozun for net cash proceeds received by the Company, after deducting an incremental cost of US$213, of US$17,010. Cash proceeds received by the Company from the issuance of Class B ordinary shares to Baozun were calculated at US$26.52 per share, which was at discount as compared to the fair value of US$28.88 as determined based on the closing stock price as of the date of share issuance. The total discount of this share issuance amounting to US$1,530 represented an incentive to Baozun to enter into the strategic cooperation framework agreement with the Company, which was recognized as share-based compensation expenses in the consolidated during the year ended December 31, 2021. |
Principal accounting policies
Principal accounting policies | 12 Months Ended |
Dec. 31, 2022 | |
Principal accounting policies | |
Principal accounting policies | 2 Principal accounting policies (a) Basis of presentation The consolidated financial statements have been prepared in accordance with the U.S. GAAP. Significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements are summarized below. Effective from November 14, 2022, the Company changed the ratio of the ADS representing its Class A ordinary shares from one ADS representing one-half of one Class A ordinary share to one ADS representing five Class A ordinary shares. (b) Use of estimates The preparation of the Group’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from such estimates. The Group believes that revenue recognition in determining whether the Company is the principal or an agent to the arrangements with merchants, impairment assessment of goodwill and long-lived assets, fair value determination related to the accounting for business combinations, impairment assessment of investments in equity securities without readily determinable fair value, determination of share-based compensation and valuation of convertible notes reflect more significant judgments and estimates used in the preparation of its consolidated financial statements. Management bases the estimates on historical experience and on various other assumptions as discussed elsewhere to the consolidated financial statements that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could materially differ from these estimates. (c) Consolidation The Group’s consolidated financial statements include the financial statements of the Company, its subsidiaries, its VIE and a VIE’s subsidiaries for which the Company or its subsidiary is the primary beneficiary. All transactions and balances among the Company, its subsidiaries, its VIE and a VIE’s subsidiaries have been eliminated upon consolidation. A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting powers; or has the power to appoint or remove the majority of the members of the board of directors; or to cast a majority of votes at the meeting of directors; or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders. A VIE is an entity in which the Company, or its subsidiary, through contractual agreements, bears the risks of, and enjoys the rewards normally associated with ownership of the entity. In determining whether the Company or its subsidiaries are the primary beneficiary, the Company considered whether it has the power to direct activities that are significant to the VIE’s economic performance, and also the Group’s obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Beijing WFOE and ultimately the Company hold all the variable interests of the VIE and its subsidiaries, and has been determined to be the primary beneficiary of the VIE. Non-controlling interests are recognized to reflect the portion of their equity that is not attributable, directly or indirectly, to the Company as the controlling shareholder. Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of comprehensive loss, statement of changes in equity and balance sheet, respectively. 2 Principal accounting policies (Continued) (d) Foreign currency translation The reporting currency of the Company is the United States dollars (“US$”). The Company is a holding company engaged in capital raising and financing activities denominated in US$. As such, the Company’s functional currency has been determined to be the US$. The functional currency of the Company’s subsidiaries is the local currency of the country in which they are domiciled. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange existing at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into the functional currency at the applicable rates of exchange prevailing at the transaction date. Transaction gains and losses are recognized in “other gains/(losses), net”. Assets and liabilities denominated in foreign currencies are translated at the exchange rates at the balance sheet date. Equity accounts are translated at historical exchange rates and revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive loss in the consolidated statements of changes in shareholders’ equity and comprehensive loss. (e) Fair value of financial instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. When available, the Company uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Group will measure fair value using valuation techniques that use, when possible, current market-based or independently sourced market parameters, such as interest rates and currency rates. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value measurements are based on a fair value hierarchy, based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets and liabilities; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. (i) Fair value measurement on a recurring basis Observable inputs are based on market data obtained from independent sources. The Company uses a combination of valuation methodologies, including market and income approaches based on the Company’s best estimate, which is determined by using information including but not limited to the pricing of recent rounds of financing of the investees, future cash flow forecasts, liquidity factors and multiples of a selection of comparable companies. The Company’s contingent consideration (Note 4 (b)), derivative liabilities and convertible notes (Note 18), and debt investments (Note 2(k)) are measured using unobservable inputs that require a high level of judgment to determine fair value, and thus classified as Level 3 (Note 3(c)). 2 Principal accounting policies (Continued) (e) Fair value of financial instruments (Continued) The Company values its investments in wealth management products issued by banks classified as short-term investments in the consolidated balance sheets (Note 2(k)) using quoted subscription or redemption prices published by the banks and financial institution. Accordingly, the Company classifies the valuation techniques that use these inputs as Level 2. The carrying amounts of cash and cash equivalents, time deposits, restricted cash, accounts receivable, amount due from an equity investee, rebates receivable, accounts payable, other financial assets and liabilities approximate their fair values due to the short-term nature of these instruments. Based on the borrowing rates currently available to the Group for debt with similar terms, the carrying amounts of the short-term bank borrowings approximate their fair values (using Level 2 inputs). The Group values its listed equity securities using quoted prices for the underlying securities in active markets. Accordingly, the Group classifies the valuation techniques that use these inputs as Level 1. (ii) Fair value measurement on a non-recurring basis The Group measures an equity investment accounted for using the equity method at fair value on a non-recurring basis only if an impairment charge were to be recognized. For the years ended December 31, 2020, 2021 and 2022, no impairments were recorded on the investment in an equity investee which would require fair value measurement on a non-recurring basis. Equity investments accounted for using the net asset value per share as a practical expedient (Note 2(k)(i)) and measurement alternative (Note 2(m)) are generally not categorized in the fair value hierarchy. However, if equity investments without readily determinable fair values accounted for using the measurement alternative were re-measured during the year, they would be classified within Level 3 in the fair value hierarchy because the Group estimated the value of the investments based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs. See Note 2(m) for details. (f) Cash, cash equivalents and restricted cash Cash and cash equivalents include cash on hand, cash in bank and time deposits placed with banks or other financial institutions, which have original maturities of three months or less and are readily convertible to known amounts of cash. Restricted cash represented bank deposits in accounts that are restricted as to withdrawal or usage. For restriction which is expected to be released within one year of the balance sheet date, the respective restricted cash balance is classified as current. As of December 31, 2021 and 2022, the Group’s restricted cash mainly represents balance held in restricted bank accounts as required by certain loan agreements and escrow amount deposited for a business acquisition. (g) Time deposits Time deposits represent demand deposits placed with banks with original maturities of more than three months but less than one year. Interest income is recognized using the effective interest method in the consolidated statements of comprehensive loss during the periods. Time deposits are valued based on the prevailing interest rates in the market. 2 Principal accounting policies (Continued) (h) Accounts receivable, net Accounts receivable are presented net of allowance for credit losses. The Group evaluates its accounts receivable for expected credit losses on a regular basis. The Group maintains an estimated allowance for credit losses which reflects its best estimate of amounts that potentially will not be collected. The Group uses various credit quality indicators including but not limited to historical collection experience and credit-worthiness of the customers as well as the age of the receivables balance to monitor the Group’s receivables within the scope of expected credit losses model and use these as a basis to develop the Group’s expected loss estimates. Additionally, the Group makes specific allowance in the period based on any specific knowledge the Group has acquired that might indicate that an individual account is uncollectible. The facts and circumstances of each account may require the Group to use judgment in assessing its collectability. See Note 2(j) for current expected credit losses upon adoption of ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC 326”). (i) Rebates receivable Rebates receivable represent sales rebates that have already been earned but not received from third party publishers. The Group earns its rebates from purchasing advertising spaces from these website publishers. (j) Current expected credit losses upon adoption of ASC 326 In 2016, the FASB issued ASC 326, which amends previously issued guidance regarding the impairment of financial instruments by creating an impairment model that is based on expected losses rather than incurred losses. Subsequently, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, to clarify that receivables arising from operating leases are within the scope of lease accounting standards. Further, the FASB issued ASU No. 2019-04, ASU No. 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-02 and ASU 2020-03 to provide additional guidance on the credit losses standard. The Group adopted ASC 326 and several associated ASUs on January 1, 2020 using a modified retrospective approach, resulting in a net adjustment of US$3,972 to the opening balance of accumulated losses with a corresponding credit loss provision over accounts receivable being recognized in the consolidated balance sheet as of January 1, 2020. As of December 31, 2021 and 2022, the credit loss provision for accounts receivable and loans and interest receivable being recognized in the consolidated balance sheets amounted to US$23,075 and US$41,258, respectively. The Group’s cash and cash equivalents, time deposits, restricted cash, accounts receivable, amount due from an equity investee, rebates receivable, other current assets and other assets are within the scope of ASC 326. The Group has identified the relevant risk characteristics of its customers and the related receivables and other current assets which include size, type of the services the Group provides, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools for collective evaluation. Receivables that do not share similar risk characteristics are evaluated on an individual basis. Receivables evaluated individually are not included in the collective evaluation. For each pool for collective evaluation, the Group considers the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses. Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, and industry-specific factors that could impact the Group’s receivables. Additionally, external data and macroeconomic factors are also considered. This is assessed at each quarter based on the Group’s specific facts and circumstances. Management applies ASC 326 in estimating the allowance for credit losses on loans and interest receivable as included in other current assets on the consolidated balance sheets not sharing similar risk characteristics on an individual basis. The key factors considered when determining the above allowances for credit losses include the estimated loan collection schedule under different scenarios and their corresponding probability of occurrence, discount rate, financial condition and performance data of the borrowers and their cash flow forecasts considering current and future economic conditions. 2 Principal accounting policies (Continued) (j) Current expected credit losses upon adoption of ASC 326 (Continued) The following table presents the movement in the allowance for credit losses for the years ended December 31, 2021 and 2022. Accounts receivable Loans and interest receivable (Note) For the years ended For the years ended December 31, December 31, 2021 2022 2021 2022 Balance at the beginning of year 11,749 22,786 — 289 Provision for the year 12,424 18,542 289 3,661 Accounts receivable written off (1,669) (1,978) — — Exchange differences 282 (2,135) — 93 Balance at the end of year 22,786 37,215 289 4,043 Note: Accounts receivable relating to debtors with known financial difficulties or significant doubt on collection of receivables are assessed individually for specific provision for impairment allowance. As of December 31, 2021 and 2022, the balance of specific provision for credit losses in respect of these individually assessed receivables was US$13,243 and US$20,233, respectively. Allowance for credit losses over accounts receivable are also estimated by grouping the remaining receivables based on shared credit risk characteristics and collectively assessed for the risk of default, taking into account the nature of the debtor, its geographical location and its ageing category, and applying the expected credit loss rates to the respective gross carrying amounts of accounts receivable. The expected credit loss rates are determined based on historical credit losses and are adjusted to reflect current and forward-looking information such as macroeconomic factors affecting the ability of the debtors to settle the receivables. In 2022, the increase in allowance for credit losses over accounts receivable assessed on a collective basis is mainly related to debtors, particularly those in Mainland China, which were adversely affected by the worsened macroeconomy due to the outbreak of COVID throughout the year 2022 whereby the historical loss rates over receivables from these debtors increased. (k) Investments As of December 31, 2021 2022 Short-term investments under current assets Fund investments (Note (i)) 3,647 3,665 Listed equity securities (Note (ii)) — 1,609 Wealth management products (Note (iii)) 1,574 1,737 Available-for-sale debt investments (Note (iv)) 2,550 — 7,771 7,011 Other long-term investments under non-current assets Available-for-sale debt investments (Note (iv)) — 3,000 Equity investments (Note 2(m)) 12,114 2,970 12,114 5,970 2 Principal accounting policies (Continued) (k) Investments (Continued) (i) Fund investments Fund investments over which the Group does not have the ability to exercise significant influence, are required to be measured at fair value under ASC 321 “Investments—Equity Securities” (“ASC 321”). The Group has adopted the practical expedient in ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) to estimate fair value using the net asset value per share (or its equivalent) of these investments which were without readily determinable fair value. Fund investments included in the consolidated balance sheet as short-term investments as of December 31, 2021 and 2022 amounted to US$3,647 and US$3,665 respectively and the change in fair value recorded in consolidated statement of comprehensive loss. Fair value change of US$187, US$452 and US$17 were recognized under “other gains/(losses), net” for the years ended December 31, 2020, 2021 and 2022 respectively. (ii) Listed equity securities Investments in listed equity securities are reported at fair value in the consolidated balance sheets and the unrealized gains and losses are recorded in the consolidated statements of comprehensive loss under ASU 2016-01. Listed equity securities recorded in the consolidated balance sheet as short-term investments as of December 31, 2021 and 2022 amounted to US$nil and US$1,609, respectively, and the change in fair value recorded in the consolidated statement of comprehensive loss under “other gains/(losses), net” for the years ended December 31, 2020, 2021 and 2022 amounted to US$1,157, US$127 and US$100, respectively. (iii) Wealth management products Wealth management products are issued by banks in the PRC which are redeemable by the Group at any time. They are unsecured with variable interest rates and primarily invested in debt securities issued by the PRC government, corporate debt securities and central bank bills. The Group measures these investments at fair value using the quoted subscription or redemption prices published by the bank. Wealth management products recorded in the consolidated balance sheet as short-term investments as of December 31, 2021 and 2022 amounted to US$1,574 and US$1,737 respectively and the change in fair values recorded in the consolidated statement of comprehensive loss under “other gains/(losses), net” amounted to US$52, US$9 and US$65 for the years ended December 31, 2020, 2021 and 2022, respectively. (iv) Available-for-sale debt investments Available-for-sale debt investments of the Group include investments in convertible notes issued by two private companies as accounted for under the fair value option, for which the total fair values as of December 31, 2021 and 2022 were US$2,550 and US$3,000, respectively. Interest income and all other changes in the carrying amount of this debt investment are recognized in earnings. The Company recorded fair value losses on debt investments of US$2,550 (2021: US$nil) for the year ended December 31, 2022. 2 Principal accounting policies (Continued) (l) Investment in an equity investee Investment in an equity investee represents the Group’s investment in a privately held company. The Group applies the equity method to account for an equity investment in common stock or in-substance common stock, according to Accounting Standards Codification (“ASC”) 323 “Investment — Equity Method and Joint Ventures,” over which it has significant influence but does not own a majority equity interest or otherwise control. Under the equity method, the Group initially records the investments at cost and the difference between the cost of the equity investee and the fair value of the underlying net assets of the equity investee is recognized as equity method goodwill and intangible assets acquired, which is included in the equity method investments on the consolidated balance sheets. The Group subsequently adjusts the carrying amount of the investments to recognize its (i) proportionate share of each equity investee’s post-acquisition net income or loss into earnings, (ii) share of post-acquisition movements in accumulated other comprehensive income into other comprehensive income, and (iii) cash distributions from investees, after the date of investment. When the Group’s share of loss in the equity investee equals or exceeds its interest in the equity investee, the Group does not recognize further loss, unless the Group has incurred obligations or made payments or guarantees on behalf of the equity investee. The Group evaluates its equity method investment for impairment under ASC 323-10. An impairment loss on the equity method investment is recognized in the consolidated statement of comprehensive loss when the decline in value is determined to be other-than-temporary. No impairment loss has been recorded during the years ended December 31, 2020, 2021 and 2022. (m) Other long-term equity investments The Group’s other long-term equity investments as of December 31, 2021 and 2022 consist of equity securities without readily determinable fair value. In accordance with ASC 321 “Investments—Equity Securities”, the Group is required to measure its equity investments at fair value and any changes in fair value are recognized in earnings. For equity investments without readily determinable fair value and does not qualify for the existing practical expedient in ASC 820 to estimate fair value using the net asset value per share (or its equivalent) of the investments, the Group has elected to use the measurement alternative to measure its equity investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. Significant judgments are required to determine (i) whether observable price changes are orderly transactions and identical or similar to an investment held by the Company; and (ii) the selection of appropriate valuation methodologies and underlying assumptions, including expected volatility and the probability of exit events as it relates to liquidation and redemption features used to measure the price adjustments for the difference in rights and obligations between instruments. Management makes a qualitative assessment as to whether the investment is impaired at each reporting date. If a qualitative assessment indicates that the investment is impaired, management estimates the investment’s fair value in accordance with the principles of ASC 820. If the fair value is less than the investment’s carrying value, the Company recognizes an impairment loss in net loss equal to the difference between the carrying value and fair value. Management applied judgment in (i) determining whether the investment is impaired, (ii) estimating the impairment amount if an impairment exists, and (iii) determining valuation methods and key valuation assumptions and data used in estimating the impairment amounts. These judgments consider various factors and events including a) adverse performance of investees; b) adverse industry developments affecting investees; and c) adverse regulatory, social, economic or other developments affecting investees. These judgements include the selection of valuation methods in estimating fair value and the determination of key valuation assumptions used, comprising selection of comparable companies and multiples, and discount for lack of marketability. The Company recognized impairment losses of US$4,038 and US$10,805 for the years ended December 31, 2021 and 2022 respectively. There was no impairment loss recognized for the year ended December 31, 2020. 2 Principal accounting policies (Continued) (n) Property and equipment, net Property and equipment are stated at historical cost less accumulated depreciation and impairment loss, if any. Depreciation is calculated using the straight-line method over their estimated useful lives. The estimated useful lives are as follows: Leasehold improvements Over the shorter of lease term or 2 – 5 years Furniture and fixtures 2 – 5 years Office equipment 3 – 5 years Motor Vehicles 3 – 5 years Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of property and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the consolidated statement of comprehensive loss. (o) Acquisitions (i) Business combinations The Group accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The Group accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805 “Business Combinations” (“ASC 805”). The cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations as of the acquisition date. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of comprehensive loss as gain on bargain purchase. During the measurement period, which can be up to one year from the acquisition date, the Group may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of comprehensive loss. (ii) Assets acquisition ASC 805-10-55-5A, which sets forth a screen test, provides that if substantially all of the fair value of the assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the assets acquired are not considered to be a business. The acquisition should be accounted for by the Company as an asset acquisition in accordance with ASC 805-50, rather than as a business combination. Under an asset acquisition, the cost to acquire the group of assets is allocated to the individual assets acquired or liabilities assumed based on their relative fair values. 2 Principal accounting policies (Continued) (p) Intangible assets, net Intangible assets mainly consist of computer software licenses purchased from external parties and computer software and systems, developed technologies, customer relationship, brand name, contract backlog and advertising contract acquired through the acquisitions of subsidiaries. Identifiable intangible assets are carried at acquisition cost less accumulated amortization and impairment loss, if any. Amortization of finite lived intangible assets is computed using the straight-line method over the following estimated useful lives, which are as follows: Computer software and systems 2 – 5 years Developed technologies 5 years Customer relationship 4 – 5 years Brand name 4 years Contract backlog 3 years Advertising contract 30 years (q) Impairment of goodwill Goodwill represents the excess of the purchase consideration over the fair value of assets and liabilities of businesses acquired. Goodwill is not subject to regular periodic amortization. Instead, management conducts a goodwill impairment test at the reporting unit level annually in the fourth quarter, or more frequently when events or circumstances occur indicating that the recorded goodwill may be impaired. A reporting unit is an operating segment or a component of an operating segment which is a business and for which discrete financial information is available and reviewed by a segment manager. The Group’s reporting units include (i) the Marketing Solutions and (ii) the Enterprise Solutions. In accordance with the guidance from ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment, for the purpose of the goodwill impairment test, the Group first assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, an additional quantitative evaluation is performed. Alternatively, the Group may elect to proceed directly to the quantitative goodwill impairment test. As part of the quantitative goodwill impairment test, the Group compares the fair value of each reporting unit to its carrying value, with an impairment charge recorded for the amount by which the carrying amount exceeds the reporting unit’s fair value up to a maximum amount of the goodwill balance for the reporting unit. For evaluation of reporting units using a quantitative assessment, the Group determines the fair values of the Marketing Solutions reporting unit and the Enterprise Solutions reporting unit as of December 31, 2021 based on a market approach and an income approach, respectively. During the year ended December 31, 2022, due to the Company’s plan to strategically downsize the Marketing Solutions reporting unit, the Company considered the identification of companies comparable to the downsized Marketing Solutions reporting unit under a market approach using the guideline public company method to be not practical whereby the use of an income approach to estimate the fair value of Marketing Solutions reporting unit as of December 31, 2022 is considered to be more appropriate. Th |
Certain risks and concentration
Certain risks and concentration | 12 Months Ended |
Dec. 31, 2022 | |
Certain risks and concentration | |
Certain risks and concentration | 3 Certain risks and concentration (a) PRC regulations The China market in which the Group operates poses certain macro-economic and regulatory risks and uncertainties. These uncertainties extend to the ability of the Group to engage in online advertising businesses through contractual arrangements in the PRC since the internet and marketing services industries remain regulated. The Group conducts certain of its operations in the PRC through its variable interest entity, which it consolidates as a result of a series contractual arrangements enacted. Though the PRC has, since 1978, implemented a wide range of market-oriented economic reforms, continued reforms and progress towards a full market-oriented economy are uncertain. In addition, the telecommunication, information, and media industries remain highly regulated. Restrictions are currently in place and are unclear with respect to which segments of these industries foreign owned entities, like the Group, may operate. The Chinese government may issue from time to time new laws or new interpretations on existing laws to regulate areas such as telecommunication, information and media. Regulatory risk also encompasses the interpretation by the tax authorities of current tax laws, and the Group’s legal structure and scope of operations in the PRC, which could be subject to further restrictions resulting in limitations on the Group’s ability to conduct business in the PRC. There are uncertainties regarding the interpretation and application of current and future PRC laws, rules and regulations, including but not limited to the laws, rules and regulations governing the validity and enforcement of the contractual arrangements with consolidated VIE. The Group believes that the structure for operating its business in the PRC (including the ownership structure and the contractual arrangements with the consolidated VIE is in compliance with all applicable existing PRC laws, rules and regulations, and does not violate, breach, contravene or otherwise conflict with any applicable PRC laws, rules or regulations. However, the Group cannot assure that the PRC regulatory authorities will not adopt any new regulation to restrict or prohibit foreign investments in the online advertising business through contractual arrangements in the future or that it will not determine that the ownership structure and contractual arrangements violate PRC laws, rules or regulations. 3 Certain risks and concentration (Continued) (a) PRC regulations (Continued) If the Company and its consolidated VIE are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations, including: ● revoking the business licenses of such entities; ● discontinuing or restricting the conduct of any transactions between the Company’s PRC subsidiaries and OptAim VIE; ● imposing fines, confiscating the income of OptAim VIE or the Company’s PRC subsidiaries, or imposing other requirements with which the Company or its PRC subsidiaries and OptAim VIE may not be able to comply; ● requiring the Company to restructure its ownership structure or operations, including terminating the contractual arrangements with OptAim VIE and deregistering the equity pledges of OptAim VIE, which in turn would affect its ability to consolidate, derive economic interests from, or exert effective control over OptAim VIE; or ● restricting or prohibiting its use of the proceeds of any offering to finance its business and operations in the PRC. If the imposition of any of these penalties precludes the Group from operating its business, it would no longer be in a position to generate revenue or cash from it. If the imposition of any of these penalties causes the Company to lose its rights to direct the activities of its consolidated VIE or its rights to receive its economic benefits, the Company would no longer be able to consolidate these entities, and its financial statements would no longer reflect the results of operations from the business conducted by VIE except to the extent that the Company receives payments from VIE under the contractual arrangements. Either of these results, or any other significant penalties that might be imposed on the Company in this event, would have a material adverse effect on its financial condition and results of operations. On January 19, 2015, the Ministry of Commerce (“MOFCOM”), released for public comment a proposed PRC law, the Draft Foreign Investment Law, that appeared to include VIEs within the scope of entities that could be considered to be foreign investment enterprises (“FIEs”), that would be subject to restrictions under existing PRC law on foreign investment in certain categories of industry. The National People’s Congress approved the Foreign Investment Law on March 15, 2019, effective on January 1, 2020. The Foreign Investment Law removes all references to the terms of “de facto control” or “contractual control” as defined in the draft published in 2015. However, the Foreign Investment Law has a catch-all provision under the definition of “foreign investment” which includes investments made by foreign investors in China through means stipulated in laws or administrative regulations or other methods prescribed by the State Council. In the event that the State Council in the future promulgates laws and regulations that deem investments made by foreign investors through contractual arrangements as “foreign investment” the Group’s ability to use the contractual arrangements with its VIE and the Group’s ability to conduct business through the VIE could be severely limited. 3 Certain risks and concentration (Continued) (a) PRC regulations (Continued) Furthermore, on December 19, 2020, the NDRC and MOFCOM promulgated the Foreign Investment Security Review Measures, which took effect on January 18, 2021. Under the Foreign Investment Security Review Measures, investments in military, national defense-related areas or in locations in proximity to military facilities, or investments that would result in acquiring the actual control of assets in certain key sectors, such as critical agricultural products, energy and resources, equipment manufacturing, infrastructure, transport, cultural products and services, IT, Internet products and services, financial services and technology sectors, are required to be approved by designated governmental authorities in advance. Although the term “investment through other means” is not clearly defined under the Foreign Investment Security Review Measures, the Company cannot rule out the possibility that control through contractual arrangement may be regarded as a form of actual control and therefore require approval from the competent governmental authority. As the Foreign Investment Security Review Measures were recently promulgated, there are great uncertainties with respect to its interpretation and implementation. Accordingly, there are substantial uncertainties as to whether the Group’s VIE structure may be deemed as a method of foreign investment in the future. If the VIE structure were to be deemed as a method of foreign investment under any future laws, regulations and rules, and if any of the Group’s business operations were to fall under the “negative list” for foreign investment, we would need to take further actions in order to comply with these laws, regulations and rules, which may materially and adversely affect our current corporate structure, business, financial condition and results of operations. The Company’s ability to control the VIE also depends on the powers of attorney the founders have to vote on all matters requiring shareholder approval in the VIE. As noted above, these powers of attorney are believed to be legally enforceable but may not be as effective as direct equity ownership. OptAim VIE holds assets that are important to the operation of the Group’s business, including patents for proprietary technology and trademarks. If OptAim VIE falls into bankruptcy and all or part of its assets become subject to liens or rights of third-party creditors, the Group may be unable to conduct major part of its business activities in the PRC, which could have a material adverse effect on the Group’s future financial position, results of operations or cash flows. However, the Group believes this is a normal business risk many companies face. The Group will continue to closely monitor the financial conditions of OptAim VIE. OptAim VIE’s assets comprise both recognized and unrecognized revenue-producing assets. The recognized revenue-producing assets include leasehold improvements, computers and network equipment and computer software which are recognized in the Group’s consolidated balance sheet. The unrecognized revenue-producing assets mainly consist of patents, trademarks and assembled workforce which are not recorded in the financial statements of OptAim VIE as it did not meet the recognition criteria set in ASC 350-30-25. 3 Certain risks and concentration (Continued) (a) PRC regulations (Continued) The following table sets forth the financial data for the VIE and VIE’s subsidiaries on an aggregated basis. For purposes of this presentation, activities within and between the VIE and VIE subsidiaries have been eliminated, but transactions with other entities within the consolidated group have been included without elimination. As of December 31, 2021 2022 Assets Cash and cash equivalents 2,681 1,497 Accounts receivable, net 3,586 2,625 Prepaid media costs 1,151 99 Amounts due from subsidiaries of the Group 5,879 8,374 Other current assets 1,266 1,142 Property and equipment, net 65 — Intangible assets 140 — Right-of-use assets 384 — Short-term investment — 1,737 Other long-term investment 1,233 — Other non-current assets — 10 Total assets 16,385 15,484 Liabilities Accounts payable 2,262 2,008 Deferred revenue 88 29 Lease liabilities 384 135 Bank borrowings 1,889 1,590 Income tax payable 575 501 Amounts due to subsidiaries of the Group 2,120 1,060 Accrued liabilities and other current liabilities 1,444 861 Deferred tax liabilities 99 64 Total liabilities 8,861 6,248 For the years ended December 31, 2020 2021 2022 Net revenues From subsidiaries of the Group (Note) 4,761 1,028 601 From third parties 17,341 22,837 21,462 22,102 23,865 22,063 Net loss (Note) (1,755) (900) (1,367) 3 Certain risks and concentration (Continued) (a) PRC regulations (Continued) For the years ended December 31, 2020 2021 2022 Net cash provided by/(used in) operating activities From subsidiaries of the Group 2,141 772 153 From third parties (2,110) (2,453) (1,127) 31 (1,681) (974) Net cash used in investing activities (29) (14) — Net cash provided by/(used in) financing activities Receipts of advances Group companies — 1,588 124 Repayments for advances from Group companies — (554) — Other financing activities 457 1,161 (214) 457 2,195 (90) Note: Services from VIE and VIE’s subsidiaries to other group companies The VIE and VIE’s subsidiaries provide online advertising service to other group companies. For the years ended December 31, 2020, 2021 and 2022, the intercompany online advertising service revenues recognized by VIE and VIE’s subsidiaries were US$4,761, US$911 and US$291, respectively. These transactions are eliminated at the consolidation level. The VIE and VIE’s subsidiaries also provide other marketing services to other group companies. For the years ended December 31, 2020, 2021 and 2022, the intercompany other marketing service revenues recognized by VIE and VIE’s subsidiaries were US$nil, US$117 and US$310, respectively. These transactions are eliminated at the consolidation level. Services from other group companies to VIE and VIE’s subsidiaries WFOE as primary beneficiary and other subsidiaries of the Group provide online advertising service and SaaS services to VIE and VIE’s subsidiaries. For the years ended December 31, 2020, 2021 and 2022, the intercompany online advertising and SaaS service revenues from VIE and VIE’s subsidiaries recognized by WFOE as primary beneficiary and other subsidiaries of the Group were US$996, US$49 and US$285, respectively. These transactions are eliminated at the consolidation level. As of December 31, 2021 and 2022, there were no balances for management fees charged to VIE and VIE’s subsidiaries. In accordance with the VIE arrangements, the Group has the power to direct activities of OptAim VIE, and can have assets transferred out of OptAim VIE. Therefore, the Group considers that there are no assets of OptAim VIE that can be used only to settle their obligations. (b) Foreign exchange risk Assets and liabilities of non-US$ functional currency entities are translated into US$ using the applicable exchange rates at the balance sheet date. Items in the statements of comprehensive loss are translated into US$ using the average exchange rate during the period. Equity accounts were translated at their historical exchange rates. The resulting translation adjustments are accumulated as a component of accumulated other comprehensive income on the consolidated statements of shareholders’ equity. 3 Certain risks and concentration (Continued) (b) Foreign exchange risk (Continued) Certain of the Group’s operating activities are transacted in Renminbi (“RMB”), which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. The revenues and expenses of the Group’s subsidiaries, VIE and VIE’s subsidiaries in the PRC are generally denominated in RMB and their assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies, and remittances of foreign currencies into the PRC and exchange of foreign currencies into RMB require approval by foreign exchange administrative authorities and certain supporting documentation. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into other currencies. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices and signed contracts. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Certain of the Group’s operating activities are transacted in Hong Kong dollars (“HK$”). Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. The Group considers the foreign exchange risk in relation to transactions denominated in HK$ with respect to US$ is not significant as HK$ is pegged to US$. (c) Fair value measurement (i) Financial assets and liabilities measured at fair value on a recurring basis The following table sets forth, by level within the fair value hierarchy (Note 2(e)), financial assets and liabilities measured at fair value as of December 31, 2021 and 2022. As required by ASC 820, financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the respective fair value measurement. Fair value measurements using Quoted prices in active Significant market for other Significant identical observable unobservable assets inputs inputs Total fair (Level 1) (Level 2) (Level 3) value As of December 31, 2021 Short-term investments - wealth management products — 1,574 — 1,574 Short-term investments - Available-for-sale debt investment — — 2,550 2,550 Other long-term equity investments — — 12,114 12,114 Contingent consideration payable — — (4,507) (4,507) — 1,574 10,157 11,731 As of December 31, 2022 Short-term investment - wealth management — 1,737 — 1,737 Short-term investments - listed equity securities 1,609 — — 1,609 Other long-term investment - Available-for-sale debt investment — — 3,000 3,000 Other long-term equity investments — — 2,970 2,970 1,609 1,737 5,970 9,316 3 Certain risks and concentration (Continued) (c) Fair value measurement (Continued) (i) Financial assets and liabilities measured at fair value on a recurring basis (Continued) The following table presents the changes in Level 3 financial liabilities for the years ended December 31, 2021 and 2022. Contingent consideration payable For the years ended December 31, 2021 2022 Balance at the beginning of year 7,755 4,507 Fair value changes 418 — Settlement of contingent consideration (3,666) — Transfer to accrued liabilities — (4,507) Balance at the end of year 4,507 — The following table presents the changes in Level 3 financial assets for the years ended December 31, 2021 and 2022. Available-for-sale debt investments For the years ended December 31, 2021 2022 Balance at the beginning of year — 2,550 Acquisition 2,550 3,000 Fair value changes — (2,550) Balance at the end of year 2,550 3,000 (ii) Fair value measurement on a non-recurring basis Equity securities without readily determinable fair value accounted for using the measurement alternative are recorded at fair value only if an impairment or observable price adjustment is recognized in the current period. These non-recurring fair value measurements use significant unobservable inputs (Level 3). The Group uses market approach based on the Group’s best estimate to determine the fair value of these investments. An observable price change is usually resulting from new rounds of financing of the investees. The Group determines whether the securities offered in new rounds of financing are similar to the equity securities held by the Group by comparing the rights and obligations of the securities. When the securities offered in new rounds of financing are determined to be similar to the securities held by the Group, the Group adjusts the observable price of the similar security to determine the amount that should be recorded as an adjustment in the carrying value of the security to reflect the current fair value of the security held by the Group. There were no fair value changes related to such equity securities due to the observable price change of the investment without readily determinable fair value in the consolidated balance sheets for the years ended December 31, 2021 and 2022. 3 Certain risks and concentration (Continued) (c) Fair value measurement (Continued) (ii) Fair value measurement on a non-recurring basis (Continued) The Group assesses the existence of indicators for other-than-temporary impairment of the investments by considering factors as detailed in Note 2(m). The Group recognized US$nil, US$4,038 and US$10,805 impairment charges to investments in equity securities without readily determinable fair value classified as other long-term investments for the years ended December 31, 2020, 2021 and 2022, respectively. In determining the fair value of one (2021: three) investment in equity securities over which the Group identified impairment indicators, market multiple method was used, with significant input including (i) a discount for lack of marketability of 20% (2021: 20)%, and (ii) price-to-sales multiples of comparable companies of 7.6 (2021: ranging from 2.4 to 6.5). The following table presents the changes in financial assets measured using Level 3 input on a non-recurring basis for the years ended December 31, 2021 and 2022. Other long-term equity investments For the years ended December 31, 2021 2022 Balance at the beginning of year 8,651 12,114 Investments made/transferred from prepayments 7,417 3,500 Transfer to short-term investments - listed equity securities (Note) — (1,510) Impairment on investments (4,038) (10,805) Exchange differences 84 (329) Balance at the end of year 12,114 2,970 Note: The fair value hierarchy of an equity investment was transferred from level 3 to level 1 due to the public listing of the investee during the year ended December 31, 2022. (d) Concentration risk (i) Concentration of revenues For the years ended December 31, 2020, 2021 and 2022, no individual customer accounted for more than 10% of the net revenues. (ii) Concentration of accounts receivable The Group conducts credit evaluations on its customers and generally does not require collateral or other security from such customers. The Group generally grants up to 180 days of credit term to customers and periodically evaluates the creditworthiness of the existing customers in determining an allowance for doubtful accounts primarily based upon the age of the receivables and factors surrounding the credit risk of specific customers. As of December 31, 2021 and 2022, no individual customer accounted for more than 10% of the consolidated accounts receivable. The top 10 accounts receivable accounted for 37% and 59% of the consolidated accounts receivable as of December 31, 2021 and 2022, respectively. 3 Certain risks and concentration (Continued) (d) Concentration risk (Continued) (iii) Credit risk As of December 31, 2021 and 2022, substantially all of the Group’s cash and cash equivalents, time deposits and restricted cash were placed with financial institutions in Hong Kong and the PRC. Management chooses these institutions because of their reputations and track records for stability, and their known large cash reserves, and management periodically reviews these institutions’ reputations, track records, and reported reserves. Management expects that any additional institutions that the Group uses for its cash and bank deposits will be chosen with similar criteria for soundness. The balances in the PRC are not insured since it is not a market practice in the PRC. Nevertheless under the PRC law, it is required that a commercial bank in the PRC that holds third party cash deposits should maintain a certain percentage of total customer deposits taken in a statutory reserve fund for protecting the depositors’ rights over their interests in deposited money. PRC banks are subject to a series of risk control regulatory standards; PRC bank regulatory authorities are empowered to take over the operation and management of any PRC bank that faces a material credit crisis. The Group believes that it is not exposed to unusual risks as these financial institutions are PRC banks with high credit quality. The Group had not experienced any losses on its cash and cash equivalents, time deposits and restricted cash during the years ended December 31, 2020, 2021 and 2022 and believes that its credit risk to be minimal. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Acquisitions | |
Acquisitions | 4 Acquisitions (a) Acquisition of Optimal In May 2020, the Company acquired 80% equity interest of Optimal, a company incorporated in the British Virgin Islands. Optimal, through its wholly-owned subsidiary, has a business cooperation agreement entered into with a global media asset owner to act as its authorized digital advertising representative in the PRC for a period of 30 years, which will be automatically renewed annually as long as the Company continues to perform related payment obligations on an annual license fee of RMB30 thousand (equivalent to US$5). The agreement is essentially an advertising contract. The Company expects to increase its market share in the Marketing Solution segment in the PRC upon acquisition of this advertising contract. The acquisition was determined to be an asset acquisition as Optimal did not contain outputs or a substantive process as of the date of acquisition, therefore it does not constitute a business under ASC 805. The Company issued 3,589,744 Class A ordinary shares to the seller with a fair value of US$31,949, determined based on the fair value for 80% equity interest of Optimal. The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of acquisition: Cash 3,001 Intangible asset 53,287 Other liabilities (3,030) Deferred tax liabilities (13,322) Non-controlling interests (7,987) Total identifiable net assets acquired 31,949 The intangible asset represents the advertising contract, which is amortized using the straight-line method over the estimated useful life of 30 years. 4 Acquisition (Continued) (a) Acquisition of Optimal (Continued) In December 2020, the Company has acquired the remaining 20% equity interest of Optimal (Note 1(a)(v)). (b) Acquisition of CMRS Group Holding Limited In October 2020, the Group acquired 100% equity interest in CMRS Group Holding Limited (“CMRS”), a company incorporated in Hong Kong. CMRS and its underlying subsidiaries (together, “CMRS Group”) are engaged in the provision of digital marketing, social media and key opinion leaders and smart content generation enterprise solution services. The Company expects to increase its market share in both Marketing and Enterprise Solutions segments with the combination of data-driven consumer experience management as well as digital content marketing and management to maximize digital marketing potential and efficiency through CMRS Group. The total purchase consideration for CMRS Group amounted to US$14,449. This comprised cash consideration of HK$33,594 (equivalent to approximately US$4,335), 182,950 Class A ordinary shares of the Company with a fair value of US$2,440 and contingent consideration payable at a fair value of US$7,674. The acquisition was recorded as a business combination. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: Fair value of consideration transferred: Cash (Note (i)) 4,335 Class A ordinary shares of the Company 2,440 Contingent consideration (Note (ii)) 7,674 14,449 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash 3,651 Restricted cash (Note (iii)) 532 Accounts receivable 4,149 Intangible assets (Note (v)) 2,194 Other assets 1,792 Deferred tax liabilities (362) Other liabilities (6,216) Total identifiable net assets acquired 5,740 Goodwill (Notes (iv), 13) 8,709 Note: (i) Out of the total cash consideration of US $4,335 , US $959 was settled during the year ended December 31, 2020 and the remaining balance of US $3,376 was settled during the year ended December 31, 2021. There is no adjustment to the cash consideration amounts. (ii) Contingent consideration are contingently payable upon the satisfaction of certain financial performance targets of the Company and market conditions, which are to be settled partially by cash and partially by ordinary shares of the Company. The number of ordinary shares to be issued and allotted to sellers is determined using the 10-day moving average closing price of the ADS of the Company. 4 Acquisition (Continued) (b) Acquisition of CMRS Group Holding Limited (Continued) Contingent consideration is measured at fair value at the acquisition date using projected milestone dates, probabilities of success and projected financial results of the CMRS Group discounted at its fair value as of the acquisition date. In determining the fair value of the contingent consideration, an income approach was applied by using discounted cash flows. In this approach, projected risk-adjusted contingent payments are discounted back to the current period using a discounted cash flow model. The key assumptions used to determine the fair value of the contingent consideration include projected milestone dates within 24 months after acquisition date and discount rate of 4.32%. Increase or decrease in the fair value of contingent consideration liabilities primarily result from changes in the estimated probabilities of achieving net profits after tax thresholds or market share prices milestones during the period. During the year ended December 31, 2021, the Company has partially settled contingent consideration payable with (i) total cash of US$2,024 and (ii) 183,740 Class A ordinary shares of the Company with a fair value of US$2,060 on the grant date of such consideration shares. The change in fair value recorded in consolidated statement of comprehensive loss under “other gains/(losses), net” for the years ended December 31, 2020 and 2021 amounted to a loss of US$81 and a gain of US$418, respectively. During the year ended December 31, 2022, the Company has agreed with the sellers of CMRS Group on the settlement of the outstanding contingent consideration payable with a total cash of HK$100 million (equivalent to US$12,903), out of which US$ 7,742 has been settled during the year ended December 31, 2022, while the remaining unsettled amounts of US$3,458 and US$1,703, which are interest bearing at 5% per annum, are payable in the year 2023 and 2024, respectively. The fair value loss pertained to the contingent payable prior to the settlement agreement with the sellers of CMRS Group was recorded in consolidated statement of comprehensive loss under “other gains/(losses), net” for the year ended December 31, 2022 amounted to US$8,396. (iii) The restricted cash includes an escrow amount of US $506 deposited with a bank which has been repaid to the sellers in 2021. (iv) The excess of purchase price over tangible assets, identifiable intangible assets acquired and liabilities assumed was recorded as goodwill. Goodwill associated with the acquisition of CMRS Group was attributable to the expected synergy with the existing Enterprise Solutions and Marketing Solutions operations. The acquired goodwill is not deductible for tax purposes. Acquisition-related costs were immaterial and were included in general and administrative expenses for the year ended December 31, 2020. (v) In determining the fair value of the intangible assets, an income approach was used. In this approach, significant estimates consist of discount rate of 22.3% and a growth rate on revenue ranging from 3.0% to 6.2% over a period of 4 years . The estimated amounts recognized on the acquired identifiable intangible assets and their estimated useful lives are shown in the following table: Estimated Gross carrying Intangible asset useful life amount Brand name 4 years 1,162 Customer relationship 4 years 1,032 2,194 4 Acquisitions (Continued) (b) Acquisition of CMRS Group Holding Limited (Continued) Unaudited pro forma net revenues and net loss of the Company for the years ended December 31, 2020 as if the acquisition of CMRS Group had occurred on January 1, 2020 were as follows. For the year ended December 31, 2020 Net revenues 270,326 Net loss (13,346) The Company did not have any material, non-recurring pro-forma adjustments directly attributable to the business combination reflected in the reported pro-forma net revenue and net loss. The pro forma information is not necessarily indicative of the actual results that would have been achieved had CMRS Group acquisition occurred as of January 1, 2019 or the results that may be achieved in future periods. (c) Acquisition of Sky Gem International Limited In April 2021, the Company acquired 51% equity interest of Sky Gem International Limited and its subsidiaries (together “Sky Gem”). Sky Gem, which is principally engaged in the business of developing and providing SaaS solution for apparel business owners across various functions including production line management, enterprise resources planning, order management system, sales channel management and customer management in the PRC, Hong Kong, Macau and Taiwan. Upon completion of the acquisition, the Group expects to increase its market share in the data-driven Enterprise Solutions segment businesses beyond digital marketing through Sky Gem. The total purchase consideration amounted to US$3,200 which is wholly settled in cash. The acquisition was accounted for as a business combination. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: Fair value of consideration transferred: Cash 3,200 Recognized amounts of identifiable assets acquired and liabilities assumed: Other assets 2,000 Other liabilities (17) Non-controlling interests (3,072) Total identifiable net assets acquired, net of non-controlling interests (1,089) Goodwill (Note 13) 4,289 4 Acquisition (Continued) (c) Acquisition of Sky Gem International Limited (Continued) As of December 31, 2021, purchase consideration of US$3,200 was fully settled and there is no adjustment to the purchase consideration amounts. The excess of purchase price over total identifiable net assets acquired, net of non-controlling interests, was recorded as goodwill. Goodwill associated with the acquisition of Sky Gem was attributable to the expected synergy arising from the consolidated Enterprise Solutions business. The acquired goodwill is not deductible for tax purposes. Acquisition-related costs were immaterial and were included in general and administrative expenses for the year ended December 31, 2021. Pro-forma results related to the acquisition in accordance ASC 805 have not been presented because the contribution of net revenue and net loss of the acquired entity is less than 1% of the Company’s consolidated net revenue and net loss for the year ended December 31, 2021. (d) Acquisition of a customer relationship management (“CRM”) platform In July 2021, the Group completed an acquisition of a PRC-based CRM platform namely Parllay which provides WeChat-based CRM, e-commerce and marketing SaaS solutions to facilitate the growth of the Company’s Enterprise Solutions segment. iClick anticipates utilizing Parllay’s rich expertise in SaaS technology and the assembled workforce to further enhance iClick’s product and services and accelerate revenue of its Enterprise Solutions segment. The total purchase consideration for all the assets amounted to US$1,825, which is wholly settled in cash. The acquisition was accounted for as a business combination as it contains outputs and a substantive process that together significantly contribute to the ability to create outputs as of the date of acquisition. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: Fair value of consideration transferred: Cash consideration 1,825 Recognized amounts of identifiable assets acquired and liabilities assumed: Intangible assets 279 Deferred tax liabilities (70) Total identifiable net assets acquired 209 Goodwill (Note 13) 1,616 As of December 31, 2021, purchase consideration of US$1,825 was fully settled and there is no adjustment to the purchase consideration amounts. The excess of purchase price over total identifiable net assets acquired was recorded as goodwill. Goodwill associated with the acquisition of Parllay was attributable to the expected synergy arising from the consolidated Enterprise Solutions business. The acquired goodwill is not deductible for tax purposes. Acquisition-related costs were immaterial and were included in general and administrative expenses for the year ended December 31, 2021. 4 Acquisitions (Continued) (d) Acquisition of a customer relationship management (“CRM”) platform (Continued) In determining the fair value of the intangible asset, an income approach was used. In this approach, significant estimates consist of discount rate of 22.7% and a compound annual growth rate on revenue of 32% over a period of 5 years. The estimated amounts recognized on the acquired identifiable intangible asset and its estimated useful life are shown in the following table: Intangible asset Estimated useful life Gross carrying amount Developed technology 5 years 279 Pro-forma results related to the acquisition in accordance ASC 805 have not been presented because the acquisition of Parllay is not material, where net revenue and net loss contributed by Parllay is less than 5% of the Company’s consolidated net revenue and net loss for the year ended December 31, 2021. |
Cash and cash equivalents and t
Cash and cash equivalents and time deposits | 12 Months Ended |
Dec. 31, 2022 | |
Cash and cash equivalents and time deposits | |
Cash and cash equivalents and time deposits | 5 Cash and cash equivalents and time deposits Cash and cash equivalents represent cash on hand, cash held at banks, and short-term deposits placed with banks or other financial institutions, which have original maturities of three months or less. As of December 31, 2022, the Group had time deposits of US$10 (2021: US$11,128) with an average original maturity of 5 months (2021: 3 months Cash and cash equivalents and time deposits as of December 31, 2021 and 2022 primarily consist of the following currencies: As of December 31, 2021 2022 Amount in US$ Amount in US$ thousand equivalent thousand equivalent RMB 111,651 17,576 378,033 54,632 HK$ 63,787 8,231 77,960 10,059 US$ 26,077 26,077 17,323 17,323 European dollars 297 336 106 111 Singapore dollars 217 159 471 345 New Taiwan dollars 3,118 113 3,066 99 Japanese Yen 3,163 29 11,764 91 Others 67 50 133 104 52,571 82,764 |
Restricted cash
Restricted cash | 12 Months Ended |
Dec. 31, 2022 | |
Restricted cash | |
Restricted cash | 6 Restricted cash As of December 31, 2021 and 2022, all the restricted cash represented bank balances held in restricted bank accounts pursuant to certain bank borrowings (Note 17). Restricted cash carried fixed interest at a weighted average rate of 2.34% (2021: 0.33%) per annum, out of which US$9,213 (2021: US$26,111), and US$13,330 (2021: US$10,035) are denominated in US$ and RMB, respectively. |
Equity investment
Equity investment | 12 Months Ended |
Dec. 31, 2022 | |
Equity investment | |
Equity investment | 7 Equity investment On May 31, 2019, the Company and VGI Global Media PLC (“VGI”), an online-to-offline solutions provider across advertising, payment and logistics platforms in Thailand, jointly established a new company namely V-Click Technology Company Limited (“V-Click”). VGI holds a majority stake of 51% in V-Click and the Company holds the remaining 49% stake. The investment was accounted for as an equity-method investment due to the significant influence the Company has over the operating and financial policies of V-Click. (a) Investment in an equity investee Movements on the Group’s investment in V-Click during the years ended December 31, 2021 and 2022 were as follows: For the years ended December 31, 2021 2022 Balance at the beginning of year 460 354 Share of losses (107) (75) Exchange differences 1 — Balance at the end of year 354 279 The Group recognized its share of the equity investee’s loss of US$107 and US$75 for the years ended December 31, 2021 and 2022, respectively. There was no indicator of impairment noted for this equity-method investment as of December 31, 2021 and 2022. (b) Amount due from an equity investee As of December 31, 2021 and 2022, the amount was due from V-Click in relation to cash advances of US$276 and US$312, respectively, which was unsecured, interest-free and repayable on demand. |
Other long-term investments
Other long-term investments | 12 Months Ended |
Dec. 31, 2022 | |
Other long-term investments | |
Other long-term investments | 8 Other long-term investments As of December 31, 2021 2022 Available-for-sale debt investment (Note 2(k)) — 3,000 Investments in equity securities without readily determinable fair values 16,152 13,775 Total other long-term investments, gross 16,152 16,775 Less: Impairment of investments in equity securities without readily determinable fair values (4,038) (10,805) 12,114 5,970 The Group’s other long-term investments consist of (i) available-for-sale debt investments (see Note 2(k)), and (ii) securities without readily determinable fair value and over which the Group has neither significant influence nor control through investments in common stock or in-substance common stock. 8 Other long-term investments (Continued) Movement of investments in equity securities without readily determinable fair values for the years ended December 31, 2021 and 2022 is as follows: For the years ended December 31, 2021 2022 Balance at the beginning of year 11,575 12,114 Investments made/transferred from prepayments 4,502 3,500 Transfer to short-term investments — (1,510) Impairment (4,038) (10,805) Exchange differences 75 (329) Balance at the end of year 12,114 2,970 The Group used measurement alternative for recording equity investments without readily determinable fair values at cost, less impairment, adjusted for subsequent observable price changes. Based on ASU 2016-01, entities that elect the measurement alternative will report changes in the carrying value of the equity investments in current earnings. If measurement alternative is used, changes in the carrying value of the equity investment will be recognized whenever there are observable price changes in orderly transactions for the identical or similar investment of the same issuer, and impairment charges will be recorded when any impairment indicators are noted and the fair value is lower than the carrying value. The Group, with the assistance of an independent valuer, assessed the fair value of certain investments as of the balance sheet date, using significant unobservable input including price-to-sales multiples of comparable companies and a discount for lack of marketability (the “DLOM”). The Group concluded that impairment was warranted for certain investments as of December 31, 2021 and 2022 and recognized impairment charges for investments without readily determinable fair value of US$nil, US$4,038 and US$10,805 for the years ended December 31, 2020, 2021 and 2022, respectively, which are related to investees in sports nutrition products business, e-commerce platforms business, publishing and logistics business, information technology business, gaming business and advertising business whose financial performance was unsatisfactory with no obvious upturn or potential financing solutions in the foreseeable future. |
Accounts receivable, net
Accounts receivable, net | 12 Months Ended |
Dec. 31, 2022 | |
Accounts receivable, net | |
Accounts receivable, net | 9 Accounts receivable, net As of December 31, 2021 2022 Accounts receivable, gross (Note) 210,047 101,771 Less: allowance for credit losses (Note 2(j)) (22,786) (37,215) Accounts receivable, net 187,261 64,556 Note: As of December 31, 2021, the balance includes bills receivable of US$478 which represent short-term notes receivable issued by reputable financial institutions that entitle the Group to receive the full face amount from the financial institutions at maturity, which generally range from five |
Other assets
Other assets | 12 Months Ended |
Dec. 31, 2022 | |
Other assets | |
Other assets | 10 Other assets Other assets consist of the following: As of December 31, 2021 2022 Current Deposits 2,609 1,928 Prepayments 7,520 2,917 Loans and interest receivable, net (Notes 2(j), 10(i)) 12,295 726 Bank interest receivable 7 37 VAT recoverable 1,275 1,411 Others 1,251 1,028 24,957 8,047 Non-current Rental deposits 302 522 Loans receivable, net (Notes 2(j), 10(i)) — 6,073 Prepayment 1,361 1,034 1,663 7,629 Note: (i) As of December 31, 2021, the loans were granted to certain equity investees of the Group at an interest rate of at 6% per annum. The loan receivables together with the related interest receivables were unsecured and due on demand or within one year from the end of the reporting period. As of December 31, 2022, the loans were granted one equity investee of the Group at an interest rate of 6% per annum. The loan receivables together with the related interest receivables were unsecured and expected to be recovered beyond one year from the end of the reporting period. |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property and equipment, net | |
Property and equipment, net | 11 Property and equipment, net Property and equipment consist of the following: As of December 31, 2021 2022 Cost: Office equipment 5,035 5,065 Leasehold improvements 2,542 2,585 Furniture and fixtures 1,327 1,494 Motor vehicles 13 13 Total cost 8,917 9,157 Less: Accumulated depreciation (6,918) (7,512) Less: Accumulated impairment losses (Note 2(r)) — (1,206) Exchange differences (68) (198) Property and equipment, net 1,931 241 Depreciation expense recognized for the years ended December 31, 2020, 2021 and 2022 are summarized as follows: For the years ended December 31, 2020 2021 2022 Cost of revenues 3 7 11 Research and development expenses 80 152 220 Sales and marketing expenses 96 171 219 General and administrative expenses 202 318 392 Total 381 648 842 |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2022 | |
Intangible assets, net | |
Intangible assets, net | 12 Intangible assets, net Intangible assets consist of the following: As of December 31, 2021 2022 Cost: Computer software 23,673 23,802 Developed technologies 117 117 Customer relationship 2,135 2,135 Brand name 1,162 1,162 Contract backlog 610 585 Advertising contract 53,287 53,287 Total cost 80,984 81,088 Less: Accumulated amortization (27,336) (30,326) Less: Accumulated impairment losses (Note 2(r)) — (49,778) Exchange differences 65 7 Intangible assets, net 53,713 991 12 Intangible assets, net (Continued) Amortization expense recognized for the years ended December 31, 2020, 2021 and 2022 are summarized as follows: For the years ended December 31, 2020 2021 2022 Cost of revenues 4,187 3,070 2,783 Sales and marketing expenses — 12 22 General and administrative expenses 2 156 185 4,189 3,238 2,990 The estimated aggregate amortization expense for each of the next three years as of December 31, 2022 is: Amortization expense of intangible assets 2023 563 2024 425 2025 3 991 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill. | |
Goodwill | 13 Goodwill Movements on goodwill during the year were as follows: Marketing Enterprise Solutions Solutions Total Balance as of January 1, 2021 53,024 21,395 74,419 Goodwill arising from acquisitions during the year (Notes 4(c) and (d)) — 5,905 5,905 Exchange differences — 1,350 1,350 Balance as of December 31, 2021 53,024 28,650 81,674 Impairment (Note 2(q)) (53,024) (27,113) (80,137) Exchange differences — (1,537) (1,537) Balance as of December 31, 2022 — — — |
Lease accounting
Lease accounting | 12 Months Ended |
Dec. 31, 2022 | |
Lease accounting | |
Lease accounting | 14 Lease accounting The Group has operating leases primarily for office and operation space. The lease term is generally specified in lease agreements, however certain agreements provide for lease term extensions or early termination options. To determine the period for the estimated future lease payments, the Group evaluates whether it is reasonably certain that it will exercise the option at the commencement date and periodically thereafter. The lease terms of the Group’s operating leases generally ranged from 12 to 36 months (2021: 12 to 36 months), and the weighted average remaining lease term as of December 31, 2022 was 22 months (2021: 21 months). To determine the estimated future lease payments, the Group reviews each of its lease agreements to identify the various payment components. The Group includes only the actual lease components in its determination of future lease payments for all the leases. Once the estimated future lease payments are determined, the Group uses a discount rate to calculate the present value of the future lease payments. During the year ended December 31, 2022, a weighted average discount rate of The right-of-use assets of the Group, net of accumulated amortization and impairment, amounted to US$3,834 and US$1,292 as of December 31, 2021 and 2022, respectively. The following table presents the maturity of the Group’s operating lease liabilities as of December 31, 2022. 2023 2,338 2024 1,099 2025 325 Total operating lease payments (undiscounted) 3,762 Less: Imputed interest (231) Total operating lease liabilities (discounted) 3,531 Lease expenses for these leases are recognized on a straight-line basis over the lease term. For short-term leases over which the Group has elected not to apply the recognition requirements of ASC 842, the Group has recognized the lease payments as expenses on a straight-line basis over the lease term. For the years ended December 31, 2020, 2021 and 2022, total lease cost is comprised of the following: For the years ended December 31, 2020 2021 2022 Relating to the operating lease liabilities 2,155 2,862 2,835 Relating to short-term leases 912 1,518 894 3,067 4,380 3,729 Supplemental cash flow information related to operating leases is as follows: For the years ended December 31, 2020 2021 2022 Cash paid for the rentals included in the lease liabilities 2,173 2,781 2,776 Right-of-use assets obtained in exchange for operating lease liabilities 2,710 3,163 2,988 The Group recognized impairment of right-of-use assets of US$nil, US$nil and US$2,365 for the years ended December 31, 2020, 2021 and 2022, respectively. |
Deferred revenue
Deferred revenue | 12 Months Ended |
Dec. 31, 2022 | |
Deferred revenue | |
Deferred revenue | 15 Deferred revenue As of December 31, 2021 2022 Deferred revenue, current 22,802 16,975 Changes in deferred revenue balance for the years ended December 31, 2021 and 2022 were as follows: For the years ended December 31, 2021 2022 Balance at the beginning of year 28,199 22,802 Additions to deferred revenue 135,292 72,300 Recognition of deferred revenue as revenues (141,156) (77,887) Exchange differences 467 (240) Balance at the end of year 22,802 16,975 |
Accrued liabilities and other l
Accrued liabilities and other liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accrued liabilities and other liabilities | |
Accrued liabilities and other liabilities | 16 Accrued liabilities and other liabilities Accrued liabilities and other liabilities consist of the following: As of December 31, 2021 2022 Current Rebates payable to customers 733 677 VAT and other taxes payable 5,014 8,597 Security deposit received from customers 418 822 Accrued employee benefits 10,548 10,567 Accrued professional fees 5,076 4,048 Accrued marketing and hosting expenses 1,326 1,257 Contingent consideration payable (Note 4(b)) 4,507 — Consideration payable (Note 4(b)) — 3,458 Advance from a former non-controlling interest shareholder (Note) 475 500 Others 1,638 613 29,735 30,539 Non-current Deferred other income 459 368 Consideration payable (Note 4(b)) — 1,703 459 2,071 Note: As of December 31, 2021, the amount represents an advance from the seller of Optimal, a former non-controlling interest of the Company, for the purpose of replenishment of working capital of certain subsidiaries of the Company, which was unsecured, interest-free, and agreed to be repaid in December 2022. However, the repayment was delayed, in which US$500 is recorded as current liability as of 31 December 2022. |
Bank borrowings
Bank borrowings | 12 Months Ended |
Dec. 31, 2022 | |
Bank borrowings. | |
Bank borrowings | 17 Bank borrowings As of December 31, 2021 2022 1-year revolving loans denominated in RMB at interest rates of 5.22% (2021: 5.22%) per annum 31,912 18,411 Half-year revolving loans denominated in RMB at interest rates ranging from 3.00% to 5.00% (2021: 3.00% to 6.25%) per annum 26,691 15,896 Revolving service trade loans denominated in HK$ at interest rates ranging from 8.6% to 8.64% (2021: 4.35% to 4.43%) per annum 84 4 3-month revolving loan denominated in RMB at an interest rate of 3.00% (2021: 3.00%) per annum 9,917 7,876 1-year term loans denominated in RMB at interest rates ranging from 3.65% to 4% (2021: 3.85% to 4.50%) per annum 6,926 2,096 75,530 44,283 Note: (i) Corporate guarantee by the Company, bank deposits of the Group of US $22,543 (2021: US $36,146 ) and accounts receivable of the Group of US $5 (2021: US $18,250 ) are provided as pledge to secure the obligations under the facilities from certain banks. (ii) Out of the total banking facilities of US $213,289 and US $165,288 available to the Group as of December 31, 2021 and 2022, respectively, US $75,530 and US $44,283 have been utilized by the Group as of December 31, 2021 and 2022, respectively. As of December 31, 2021 and 2022, total undrawn revolving, service trade and term loan facilities amounted to US $97,420 , US $18,093 and US $5,492 (2021: US $115,338 , US $18,013 and US $4,408 ) respectively. Total undrawn facilities available for draw-down as of December 31, 2021 and 2022, net of bank deposits that would need to be pledged as restricted cash upon utilization of the facilities, amounted to US $33,326 and US $41,235 , respectively. Subsequent to December 31, 2022, available facilities from certain banks to the Group were reduced whereby total undrawn facilities available for draw-down, net of bank deposits that would need to be pledged as restricted cash upon utilization of the facilities as of February 28, 2023 dropped to US$ 17,395 . (iii) As of December 31, 2021, a financial covenant (minimum quarterly EBITDA as defined in the banking facilities agreements) as set out in one of the loan agreements has been breached. The Group has obtained waiver letter such that the bank would not demand immediate repayment from the Group. As of December 31, 2022, no financial covenants as set out in these loan agreements were breached. The weighted average interest rate for bank borrowings outstanding as of December 31, 2021 and 2022 was 4.64% and 4.48% per annum, respectively. Other than those shown above, the Company did not have any significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2021 and 2022. |
Convertible notes at fair value
Convertible notes at fair value | 12 Months Ended |
Dec. 31, 2022 | |
Convertible notes at fair value | |
Convertible notes at fair value | 18 Convertible notes at fair value The Company has issued certain convertible notes in September 2018 (the “2018 Notes”), November 2019 (the “November 2019 Notes”), December 2019 (the “December 2019 Notes”), January 2020 (the “January 2020 Notes”) and July 2020 (the “July 2020 Notes”). The November 2019 Notes and December 2019 Notes together are referred to as the “2019 Notes”. The January 2020 Notes and July 2020 Notes together are referred to as the “2020 Notes”. There were no outstanding convertible notes as of December 31, 2021 and 2022. Coupon Principal amounts rate Convertible notes Issue date Maturity date US$ % 2018 Notes September 12, 2018 September 12, 2023 30,000 0 November 2019 Notes November 11, 2019 November 11, 2022 20,000 5 December 2019 Notes December 16, 2019 December 16, 2022 10,000 5 January 2020 Notes January 23, 2020 September 12, 2023 3,450 0 July 2020 Notes July 30, 2020 September 12, 2023 13,100 0 The movement of transactions of these convertible notes during the year ended December 31, 2020 is shown in the table below. 2018 2019 2020 Notes Notes Notes Total Balance as of January 1, 2020 19,182 29,826 — 49,008 Years ended December 31, 2020 Fair value changes 3,644 445 344 4,433 New issuance — — 19,184 19,184 Issuance of convertible notes upon exercise of call option (Note (v)) — — 11,466 11,466 Conversion of convertible notes (Note (iii)) (7,630) (30,271) (30,994) (68,895) Redemption of convertible notes (Note (iv)) (15,196) — — (15,196) Balance as of December 31, 2020 — — — — Note: (i) All the convertible notes together with the embedding conversion options are recognized as financial liabilities whereby the Company has elected the fair value option under ASC 825-10 to measure the entire instrument at fair value with realized or unrealized gains and losses recorded in the consolidated statements of comprehensive loss. Also, ASC 825-10-25-11 requires financial instrument that is legally a single contract not to be separated into parts for purposes of applying the fair value option. (ii) Issuance costs related to the convertible notes for which the fair value option is elected amounting to US $4,556 and US $44 for the years ended December 31, 2019 and 2020 respectively. Such costs have been recognized in earnings as incurred and not deferred in accordance with ASC 825-10-25-3. 18 Convertible notes at fair value (Continued) Note: (Continued) (iii) Details of the conversion of convertible notes for the year ended December 31, 2020 are as follows. Fair value of converted Conversion convertible Principal Number of price per notes as of the amount ADSs ADS conversion Convertible notes Conversion date converted converted US$ date For the year ended December 31, 2020 2018 Notes June 30, 2020 1,000 24,805 40.31 1,551 2018 Notes July 24, 2020 1,000 23,655 42.28 1,752 2018 Notes August 11, 2020 2,000 53,660 37.27 4,327 November 2019 Notes February 18, 2020 20,000 512,821 39.00 20,282 December 2019 Notes February 18, 2020 10,000 256,410 39.00 9,989 January 2020 Notes February 3, 2020 3,450 108,887 31.68 4,346 July 2020 Notes July 30, 2020 13,100 385,169 34.01 26,648 50,550 1,365,407 68,895 (iv) The Company has redeemed the 2018 Notes on the following dates during the year ended December 31, 2020: Redemption date Principal amount Consideration paid for redemption February 3, 2020 6,900 8,004 March 31, 2020 6,200 7,192 13,100 15,196 (v) Pursuant to an agreement entered into with an independent investor on February 17, 2020, the Company agreed to issue the July 2020 Notes with principal amounts of US $13,100 upon receipt of total cash consideration of US $15,196 from the investor on or before June 16, 2020. This constitutes a call option written to the investor to purchase the July 2020 Notes (the “Call Option”) which is recorded as a derivative liability and measured at fair value. In June 2020, the Company has entered into an addendum with the independent investor to extend the payment due date from June 16, 2020 to July 31, 2020. The investor exercised the Call Option on July 30, 2020, upon which the Company issued the July 2020 Notes to the investor. On the same date, the investor converted the entire July 2020 Notes into 1,925,848 Class A ordinary shares of the Company. The fair value of the Call Option recorded as derivative liabilities of US$11,466 as of July 30, 2020 was determined using a binomial model with the key assumptions being the volatility of 13.39% and risk-free rate of 0.09%. The volatility was based on the implied historical volatility of certain comparable companies. The risk-free interest rate is equal to the yield of US Treasury Strips with a maturity life equal to the time to maturity of the July 2020 Notes. 18 Convertible notes at fair value (Continued) Note: (Continued) (vi) The fair values of the 2018 Notes, January 2020 Notes and July 2020 Notes as of the dates of conversion and the end of reporting periods were determined using Monte Carlo simulation, with key assumptions summarized in the below table. The volatility was based on the implied historical volatility of certain comparable companies. The risk-free interest rate is equal to the yield, as of the respective measurement dates, of the zero-coupon U.S. Treasury bill that commensurate with the remaining period until the maturity of the convertible notes. Measurement date Volatility Risk-free rate % % 2018 Notes February 3, 2020 42.09 1.37 March 31, 2020 45.38 0.45 June 30, 2020 51.24 0.24 July 24, 2020 49.26 0.23 August 11, 2020 49.75 0.23 January 2020 Notes February 3, 2020 42.09 1.37 July 2020 Notes July 30, 2020 49.45 0.19 (vii) The fair values of the 2020 Notes were determined using a binomial model with the key assumptions summarized in the below table. The volatility was based on the implied historical volatility of certain comparable companies. The risk-free interest rate is equal to the yield, as of the respective measurement dates, of a 5% coupon U.S. Treasury bill that is commensurate with the remaining period until the maturity of the 2020 Notes. The bond yield was based on the yield of corporate bonds with comparable ratings. Measurement date Volatility Risk-free rate Bond yield % % % November 2019 Notes February 18, 2020 44.02 1.40 10.67 December 2019 Notes February 18, 2020 43.61 1.40 10.67 |
Ordinary shares
Ordinary shares | 12 Months Ended |
Dec. 31, 2022 | |
Ordinary shares | |
Ordinary shares | 19 Ordinary shares As of December 31, 2021 and 2022, the Company is authorized to issue 100,000,000 shares of US$0.001 par value per ordinary share, out of which 80,000,000 shares are Class A ordinary shares and 20,000,000 shares are Class B ordinary shares. The holders of Class A ordinary shares shall have one vote in respect of each Class A ordinary share held and the holders of Class B ordinary shares shall have twenty votes in respect of each Class B ordinary share held. On November 14, 2022, the Company changed the ratio of the American depository shares (“ADS”) representing its Class A ordinary shares from one ADS representing one ten At the time the Company adopted the 2010 Employee Share Option Plan (the “2010 Share Option Plan”) and 2018 Post IPO Share Incentive Plan, the Company, together with the then shareholders, also decided to allot ordinary shares with par value of US$0.001 to Arda Holdings Limited (“Arda”), a British Virgin Islands company owned by Sammy Hsieh, Co-founder and Director of the Company at no consideration. Arda will only hold these ordinary shares on trust for the benefit of the employees who are under the 2010 Share Option Plan and 2018 Post IPO Share Incentive Plan and the dealing of these ordinary shares is under the direction of the board of directors of the Company. The Company considered Arda to be a variable interest entity as this entity has no equity at risk. The Company further considered that it is the primary beneficiary because the purpose of Arda is to hold treasury shares on behalf of the Company and the dealings of those transactions are under the direction of the Company’s board of directors. Given the structure of this arrangement, while these ordinary shares have been legally issued, they do not bear the attributes of unrestricted, issued and outstanding shares. Therefore, the ordinary shares issued to Arda are accounted for as treasury shares of the Company until these ordinary shares are earned by the Company’s employees, officers, directors or consultants for service provided to the Group. The Company allotted 627,811 shares during the year the 2010 Share Option Plan was adopted. No additional shares have been allotted during the years ended December 31, 2020, 2021 and 2022 to Arda. Arda does not hold any other assets or liabilities as of December 31, 2021 and 2022, nor earn any income nor incur any expenses for the years ended December 31, 2020, 2021 and 2022. |
Repurchase of shares
Repurchase of shares | 12 Months Ended |
Dec. 31, 2022 | |
Repurchase of shares | |
Repurchase of shares | 20 Repurchase of shares The board of directors of the Company authorized certain share repurchase programs January 2020 (the “January 2020 Share Repurchase Program”), December 2020 (the “December 2020 Share Repurchase Program”) December 2021 (the “December 2021 Share Repurchase Program”) and December 2022 (the “December 2022 Share Repurchase Program”), respectively, as detailed in the below table. Maximum value of ordinary shares or ADSs of Repurchase program the Company to repurchase Effective period January 2020 Share Repurchase Program 10,000 Period from December 30, 2019 to December 29, 2020 December 2020 Share Repurchase Program 25,000 Period from December 30, 2020 to December 31, 2021 December 2021 Share Repurchase Program 20,000 Year ended December 31, 2022 December 2022 Share Repurchase Program 5,000 Year ending December 31, 2023 20 Repurchase of shares (Continued) The share repurchases may be made on the open market at prevailing market prices, in negotiated transactions off the market, and/or in other legally permissible means from time to time as market conditions warrant in compliance with applicable requirements of Rule 10b5-1 and/or Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended, at times and in such amounts as the Company deems appropriate. The following table is a summary of the shares repurchased by the Company during 2020, 2021 and 2022 under the repurchase programs. All shares were purchased through publicly purchasing from the open market. Total number of ADSs purchased as part of the Average publicly price paid Period announced plan per ADS January 2020 Share Repurchase Program - For the year ended December 31, 2020 76,808 70.892 December 2020 Share Repurchase Program - For the year ended December 31, 2020 2,760 83.686 - For the year ended December 31, 2021 120,992 88.324 December 2021 Share Repurchase Program - For the year ended December 31, 2022 731,881 10.349 |
Share-based compensation
Share-based compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-based compensation | |
Share-based compensation | 21 Share-based compensation (a) Share option plan The Company’s 2010 Share Option Plan provides for the grant of incentive share options to the Company’s employees, officers, directors or consultants. The Company’s board of directors administers the 2010 Share Option Plan, selects the individuals to whom options will be granted, determines the number of options to be granted, and the term and exercise price of each option. During the years ended December 31, 2020, 2021 and 2022, no share options were granted to non-employees, employees, officers and directors of the Group. The following table summarizes the share option activities for the years ended December 31, 2020, 2021 and 2022: Weighted Weighted Weighted average Number of average average remaining Aggregate share exercise grant date contractual intrinsic options price fair value life value US$ US$ years US$’000 At January 1, 2020 667,867 8.16 N/A 5.27 1,807 Exercised (235,765) 3.75 N/A N/A N/A At December 31, 2020 432,102 10.56 N/A 4.28 4,578 Vested and expected to vest at December 31, 2020 430,569 5.10 14.51 5.09 5,215 Exercisable to vest at December 31, 2020 431,245 5.13 14.50 5.09 5,213 At January 1, 2021 432,102 10.56 N/A 4.28 4,578 Exercised (117,788) 5.61 N/A N/A N/A At December 31, 2021 314,314 12.41 N/A 3.31 1,601 Vested and expected to vest at December 31, 2021 312,876 4.90 15.25 3.73 1,601 Exercisable to vest at December 31, 2021 314,204 4.95 15.23 3.73 1,601 At January 1, 2022 314,314 12.41 N/A 3.31 1,601 Exercised (25,341) 2.69 N/A N/A N/A Forfeited (14,143) 19.95 N/A N/A N/A At December 31, 2022 274,830 12.92 N/A 2.69 17 Vested and expected to vest at December 31, 2022 273,392 4.33 15.37 2.69 17 Exercisable to vest at December 31, 2022 274,720 4.39 15.35 2.69 17 The aggregate intrinsic value in the table above represents the difference between the estimated fair values of the Company’s ordinary shares as of December 31, 2021 and 2022 and the exercise price. All share-based payments to employees are measured based on their grant-date fair values. Compensation expense is recognized based on the vesting schedule over the requisite service period. Total fair values of options vested and recognized as expenses for the years ended December 31, 2020, 2021 and 2022 were US$107, US$4 and US$nil, respectively. As of December 31, 2020, there was US$4 of unrecognized share-based compensation expenses related to share options, which were expected to be recognized over a weighted-average vesting period of 0.25 years. As of December 31, 2021 and 2022, there were no unrecognized share-based compensation expenses related to share options. To the extent the actual forfeiture rate is different from the Company’s estimate, the actual share-based compensation related to these awards may be different from the expectation. The binomial option pricing model is used to determine the fair value of the share options granted to employees and non-employees. There were no grant or modification of share options during the years ended December 31, 2020, 2021 and 2022. 21 Share-based compensation (Continued) (b) Post-IPO share incentive plan The Company’s post-IPO share incentive plan provides for the grant of incentive share options and RSUs to the Company’s employees, officers, directors or consultants. The Company’s board of directors administers the post-IPO share incentive plan, selects the individuals to whom options and RSUs will be granted, determines the number of options and RSUs to be granted, and the term and exercise price of each option and RSU. During the years ended December 31, 2020, 2021 and 2022, the Company granted RSUs to non-employees, employees, officers and directors of the Group. The following table summarizes the activity of the service-based RSUs for the year ended December 31, 2020, 2021 and 2022: Weighted average Number of grant date RSUs fair value At January 1, 2020 463,546 5.52 Granted (with a vesting period of 0 to 4 years) 1,180,295 7.83 Vested (962,606) 6.55 Forfeited/expired (Note (ii)) (46,730) 7.26 At December 31, 2020 634,505 8.11 Expected to vest at December 31, 2020 620,245 8.83 At January 1, 2021 634,505 8.11 Granted (with a vesting period of 0 to 4 years) 716,265 15.73 Vested (1,049,007) 11.32 Forfeited/expired (Note (ii)) (74,186) 12.73 At December 31, 2021 227,577 17.65 Expected to vest at December 31, 2021 209,878 19.07 At January 1, 2022 227,577 17.65 Granted (with a vesting period of 0 to 4 years) 301,850 5.62 Vested (414,314) 8.78 Forfeited/expired (Note (ii)) (4,650) 12.53 At December 31, 2022 110,463 18.26 Expected to vest at December 31, 2022 92,900 17.91 Note: (i) All share-based payments to employees are measured based on their grant-date fair values. Compensation expense is recognized based on the vesting schedule over the requisite service period. Total fair values and intrinsic value of RSUs vested and recognized as expenses for the years ended December 31, 2020, 2021 and 2022 were US$ 6,142 , US$ 11,965 and US$ 3,794 respectively. (ii) Forfeitures are estimated at the time of grant. If necessary, forfeitures are revised in subsequent periods if actual forfeitures differ from those estimates. Based upon the Company’s expected forfeitures for RSUs granted, the directors of the Company estimated that its future forfeiture rate would be 1% for employees and 0% for non-employees in 2020, 2021 and 2022, respectively. 21 Share-based compensation (Continued) (b) Post-IPO share incentive plan (Continued) Note: (Continued) (iii) During the years ended December 31, 2019 and 2020, the Company has granted RSUs which are subject to certain market conditions based on achievement of stock prices of the Company. The Company determines the fair value of these RSUs as of the date of grant or modification using the Monte Carlo simulation model which utilizes multiple input variables to determine the stock-based compensation expense with the following assumptions: historical volatility ranging from 37.36% to 62.89% , 0% dividend yield, and risk-free interest rates ranging from 0.1%% to 1.67% . The historical volatility was based on the average volatility of the comparable companies for the most recent 1-year period as of the date of grant or modification. The stock price projection for the Company assumes a 0% dividend yield. This is mathematically equivalent to reinvesting dividends in the issuing entity over the performance period. The risk-free interest rate is equal to the yield, as of the measurement date, of the zero-coupon U.S. Treasury bill that is commensurate with the remaining performance measurement period. (c) Issuance of warrants to an external consultant In 2019, pursuant to the agreement executed between the Company and an external consultant (“Warrant Agreement”), the Company shall issue warrants to purchase up to 4,651,162 ADSs (“Warrants”) to the external consultant in exchange for its financial advisory services which the Warrants shall be vested upon the completion of raising a minimum of US$20,000 by the Company through issuing convertible notes or any equivalent financial instruments. In 2022, as a result of the change in the ADS conversion ratio from one ADS representing one On December 9, 2019, the Company, based on the Warrant Agreement, issued the Warrants to the external consultant as the Company was able to successfully issue the November 2019 Notes. The exercise period of the Warrants commenced on December 16, 2020 at an exercise price of US$4.30 per ADS and was expired on December 16, 2022. In accordance with ASC 718, the measurement date for the vested warrants was December 9, 2019. The warrants issued to the consultant are classified as equity awards and measured based on the measurement date fair value of US$0.709 per warrant. During the years ended December 31, 2020, 2021 and 2022, no warrants were exercised. Since all of the warrants granted were immediately vested, compensation expense of US$3,298 was immediately recognized with a corresponding credit to additional paid-in capital during the year ended December 31, 2019. The fair value of the warrants granted on December 9, 2019 was estimated by using the binomial option pricing model with the following assumptions: Volatility 42.1 % Risk-free interest rate 1.6 % Expected dividend yield 0.0 % Expected warrant life 3.0 years Expected forfeiture rate 0.0 % 21 Share-based compensation (Continued) (d) Issuance of shares to Baozun Pursuant to the share subscription agreement entered into between Baozun Inc. and iClick (Note 1(d)), Baozun has subscribed for 649,349 newly issued Class B ordinary shares. The Class B ordinary shares were issued to Baozun at US$26.52 per share, which was at discount as compared to the fair value of US$28.88 (i.e. based on the closing stock price as of the date of share issuance). The discount of US$1,530 represented an incentive to Baozun to enter into the strategic cooperation framework agreement with the Company, which was recognized as share-based compensation expense in the consolidated statements of comprehensive loss during the year ended December 31, 2021. (e) Total share-based compensation costs Total share-based compensation costs recognized for the years ended December 31, 2020, 2021 and 2022 are as follows: For the years ended December 31, 2020 2021 2022 Cost of revenues 5 12 18 Research and development 92 221 337 Sales and marketing 2,707 9,991 1,743 General and administrative 3,445 3,275 1,696 Total 6,249 13,499 3,794 |
Other gains_(losses), net
Other gains/(losses), net | 12 Months Ended |
Dec. 31, 2022 | |
Other gains/(losses), net | |
Other gains/(losses), net | 22 Other gains/(losses), net For the years ended December 31, 2020 2021 2022 Net exchange (loss)/gain (421) 622 (3,183) Forfeiture of advances from customers (Note (i)) 1,245 1,654 1,552 Government subsidy income (Note (ii)) 3,063 3,281 4,458 ADR reimbursement from depositary bank 251 410 (169) Fair value gains/(losses) on short-term investments 1,404 (316) (2,368) Impairment on long-term investments — (4,038) (10,805) Fair value change in contingent consideration payable (81) 418 (8,396) Others 391 172 (254) Total 5,852 2,203 (19,165) Note: (i) The forfeited advances from customers are recognized as other gains when the contractual obligation of the Company to provide the agreed services no longer existed legally due to passage of time. (ii) Government subsidy income mainly includes the wage subsidy from the Hong Kong government in 2022 and an additional 10% VAT super-credit subsidy from the PRC government to offset against VAT payable for the period from April 1, 2019 to December 31, 2022. |
Income tax
Income tax | 12 Months Ended |
Dec. 31, 2022 | |
Income tax | |
Income tax | 23 Income tax (a) Cayman Islands and British Virgin Islands Under the current tax laws of Cayman Islands, the Company and its subsidiaries are not subject to tax on income or capital gains. Besides, upon payment of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed. The Company’s subsidiaries incorporated in the British Virgin Islands are not subject to income or capital gains taxes, estate duty, inheritance tax or gift tax. In addition, payment of dividends to the shareholders of the Company’s subsidiaries in the British Virgin Islands are not subject to withholding tax in the British Virgin Islands. (b) Hong Kong profits tax Entities incorporated in Hong Kong are subject to Hong Kong profits tax. Under the two- tiered profits tax rates regime, the first HK$2 million assessable profits of the qualifying group company are subject to Hong Kong profits tax at a rate of 8.25% and the remaining profits are subject at a rate of 16.5% on the estimated assessable profits. The profits of group entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%. (c) PRC Enterprise Income Tax (“EIT”) The Company’s subsidiaries, VIE and VIE’s subsidiaries in the PRC are governed by the Enterprise Income Tax Law (“EIT Law”). Pursuant to the EIT Law and its implementation rules, enterprises in the PRC are generally subjected to tax at a statutory rate of 25%. High and new technology enterprises (“HNTE”) will enjoy a preferential enterprise income tax rate of 15% under the EIT Law. Some of the Company’s subsidiaries and a VIE’s subsidiary in the PRC are qualified as a HNTE under the EIT Law which are eligible for a preferential enterprise income tax rate of 15% for a period of three years so long as these entities obtain approval from relevant tax authority if they are profitable during the period. In addition, according to the EIT Law and its implementation rules, foreign enterprises, which have no establishment or place in the PRC but derive dividends, interest, rents, royalties and other income (including capital gains) from sources in the PRC shall be subject to PRC withholding tax (“WHT”) at 10% (a further reduced WHT rate may be available according to the applicable double tax treaty or arrangement). The 10% WHT is applicable to any dividends to be distributed from the Group’s PRC subsidiaries to the Group’s overseas companies unless otherwise exempted pursuant to applicable tax treaties or tax arrangements between the PRC government and the government of other jurisdiction which the WHT is reduced to 5%. Although there are undistributed earnings of the Company’s subsidiaries in the PRC that are available for distribution to the Company, the undistributed earnings of the Company’s subsidiaries located in the PRC are considered to be indefinitely reinvested, because the Company does not have any present plan to pay any cash dividends on its ordinary shares in the foreseeable future and intends to retain most of its available funds and any future earnings for use in the operation and expansion of its business. Accordingly, no deferred tax liability has been accrued for the PRC dividend withholding taxes that would be payable upon the distribution of those amounts to the Company as of December 31, 2021 and 2022. The undistributed earnings from the Company’s subsidiaries in the PRC as of December 31, 2021 and 2022 of US$1,324 and US$1,087 would be due if these earnings were remitted as dividends as of December 31, 2021 and 2022. An estimated foreign withholding taxes of US$66 and US$54 would be due if these earnings were remitted as dividends as of December 31, 2021 and 2022, respectively. 23 Income tax (Continued) (d) Composition of income tax expense The current and deferred portions of income tax expense included in the consolidated statements of comprehensive loss are as follows: For the years ended December 31, 2020 2021 2022 Current income tax expense 2,784 3,445 375 Deferred tax benefits (1,151) (905) (11,557) Income tax expense/(credit) 1,633 2,540 (11,182) (e) Deferred tax assets and liabilities Deferred taxes were measured using the enacted tax rates for the periods in which they are expected to be reversed. The tax effects of temporary differences that give rise to the deferred tax asset and deferred tax liability balances as of December 31, 2021 and 2022 are as follows: As of December 31, 2021 2022 Deferred tax assets Tax losses carried forward (Note (i)) 4,410 9,438 Share-based payments 931 720 Temporary difference on deferred income 254 — Less: Valuation allowance (Note (ii)) (4,410) (9,438) 1,185 720 Deferred tax liabilities Acquired intangible assets (12,993) (158) Outside basis difference (Note (iii)) (356) (1,140) Others (29) (28) (13,378) (1,326) Note: (i) Tax loss carried forward As of December 31, 2022, the Group had tax loss carryforwards of approximately US$47,071, which can be carried forward to offset future taxable income. The net operating tax loss carryforwards will begin to expire as follows: 2023 167 2024 751 2025 4,854 2026 8,183 2027 21,857 Tax loss with no expiry 11,259 47,071 23 Income tax (Continued) (e) Deferred tax assets and liabilities (Continued) Note: (Continued) (i) Tax loss carried forward (Continued) In accordance with PRC Tax Administration Law on the Levying and Collection of Taxes, the PRC tax authorities generally have up to five years to claw back underpaid tax plus penalties and interest for PRC entities’ tax filings. In the case of tax evasion, which is not clearly defined in the law, there is no limitation on the tax years open for investigation. Accordingly, the PRC entities’ tax years from 2018 to 2022 remain subject to examination by the tax authorities. There were no ongoing examinations by tax authorities as of December 31, 2021 and 2022. (ii) Valuation allowance Valuation allowance is provided against deferred tax assets when the Group determines that it is more likely than not that the deferred tax assets will not be utilized in the future. In making such determination, the Group considered factors including future taxable income exclusive of reversing temporary differences and tax loss carryforwards. Valuation allowance was provided for net operating loss carryforwards because it was more likely than not that such deferred tax assets will not be realized based on the Group’s estimate of its future taxable income. If events occur in the future that allow the Group to realize more of its deferred income tax than the presently recorded amounts, an adjustment to the valuation allowances will result in a decrease in tax expense when those events occur. Movement of valuation allowance is as follows: For the years ended December 31, 2020 2021 2022 Beginning balance 5,923 4,365 4,410 Additions 1,144 2,768 6,105 Reversals (Note) (2,702) (2,723) (1,077) Ending balance 4,365 4,410 9,438 Note: The reversals comprise tax loss carryforwards which have been utilized to offset taxable income during the years ended December 31, 2020, 2021 and 2022, respectively, and tax loss carryforwards which were expired in 2020, 2021 and 2022. (iii) Outside basis difference The deferred tax liabilities are recorded for the undistributed earnings in the Group’s VIE and its subsidiaries in the PRC of US$1,422 and US$4,558 as of December 31, 2021 and 2022, respectively. 23 Income tax (Continued) (f) Income tax reconciliation Reconciliation between the expense of income taxes computed by applying the statutory tax rates to loss before income taxes and the actual provision for income taxes is as follows: For the years ended December 31, 2020 2021 2022 Tax benefit calculated at statutory tax rates (Note i) (3,291) (3,488) (53,491) Effect of differences between statutory tax rates and foreign effective tax rates 4,513 1,746 7,759 Non-taxable other income (627) (348) (249) Non-deductible expenses (Note ii) 3,202 4,783 29,167 Valuation allowance (1,558) 44 5,028 Outside basis difference (Note iii) (400) (186) 783 Additional deduction of research and development expenses (Note iv) (270) (125) (465) Others 64 114 286 Income tax expense/(credit) 1,633 2,540 (11,182) Note: (i) The Group’s major operation was conducted out of the PRC. Accordingly, the Group prepared its tax rate reconciliation starting with the PRC statutory tax rate during the years ended December 31, 2020, 2021 and 2022. (ii) Non-deductible expenses were mainly related to allowance for credit losses, share-based compensation expenses, fair value losses on derivative liabilities, convertible notes, impairment on long-term investments, impairment on goodwill and long-lived assets. (iii) Outside basis difference is related to undistributed earnings in the Group’s VIE and its subsidiaries in the PRC (Note 23(e)(iii)). (iv) According to a policy promulgated by the State Tax Bureau of the PRC and effective from 2008 onwards, companies engaged in research and development activities are entitled to claim ranging from 150% to 175% of the research and development expenses so incurred in a period as tax deductible expenses in determining its tax assessable profits for that period. Certain PRC subsidiaries of the Company have applied such additional deduction for the year ended December 31, 2022. |
Basic and diluted net loss per
Basic and diluted net loss per share | 12 Months Ended |
Dec. 31, 2022 | |
Basic and diluted net loss per share | |
Basic and diluted net loss per share | 24 Basic and diluted net loss per share Basic and diluted net loss per share for the years ended December 31, 2020, 2021 and 2022 are calculated as follows: For the years ended December 31, 2020 2021 2022 Numerator: Net loss attributable to ordinary shareholders of the Company (12,618) (13,631) (200,875) Numerator for basic and diluted net loss per share (12,618) (13,631) (200,875) Denominator: Denominator for basic and diluted net loss per share - weighted average shares outstanding 39,368,436 48,187,235 50,420,225 Basic net loss per share (0.32) (0.28) (3.98) Diluted net loss per share (0.32) (0.28) (3.98) The share options, RSUs, warrants and convertible notes were excluded from the computation of diluted net loss per ordinary share for the years presented because including them would have had an anti-dilutive effect. The following ordinary share equivalents were excluded from the computation of diluted net loss per ordinary share for the years presented because including them would have had an anti-dilutive effect: As of December 31, 2020 2021 2022 Share options, RSUs and warrants – weighted average (thousands) 2,998 2,613 385 |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related party transactions | |
Related party transactions | 25 Related party transactions Save as disclosed elsewhere in these consolidated financial statements, there were no transactions nor balances with related parties as of and for the years ended December 31, 2021 and 2022. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2022 | |
Segments | |
Segments | 26 Segments During the periods presented in these consolidated financial statements, the Group reports two operating segments: 1) Marketing Solutions, and 2) Enterprise Solutions. The Enterprise Solutions segment primarily reflects the results of the Group’s SaaS products and services the Group named its pre-existing online advertising service business as Marketing Solution business. The table below provides a summary of the Group’s breakdown of net revenues by type of goods or services and operating segment results for the years ended December 31, 2020, 2021 and 2022. The Group does not allocate any operating costs or assets to its business segments as the Group’s CODM does not use this information to measure the performance of the operating segments. There was no significant transaction between reportable segments for the years ended December 31, 2020, 2021 and 2022. For the years ended December 31, 2020 2021 2022 Net revenues: Marketing Solutions - Sales agent 5,834 4,195 2,549 - Cost-plus 26,738 26,062 8,909 - Specified actions 193,280 212,353 94,498 225,852 242,610 105,956 Enterprise Solutions - SaaS products and services 28,893 65,092 63,124 254,745 307,702 169,080 Cost of revenues: Marketing Solutions - Specified actions (172,917) (194,912) (138,140) Enterprise Solutions - SaaS products and services (8,565) (23,637) (35,072) (181,482) (218,549) (173,212) Gross profit/(loss): Marketing Solutions - Sales agent 5,834 4,195 2,549 - Cost-plus 26,738 26,062 8,909 - Specified actions 20,363 17,441 (43,642) 52,935 47,698 (32,184) Enterprise Solutions - SaaS products and services 20,328 41,455 28,052 73,263 89,153 (4,132) 26 Segments (Continued) The Group currently does not allocate assets to all of its segments, as its CODM does not use such information to allocate resources or evaluate the performance of the operating segments. Revenue generated for the respective countries are summarized as follows: For the years ended December 31, 2020 2021 2022 PRC 214,444 254,874 140,211 Hong Kong 40,197 52,599 28,661 Others 104 229 208 254,745 307,702 169,080 The Group’s long-lived assets are located in the following countries: As of December 31, 2021 2022 PRC 1,230 — Hong Kong 701 241 1,931 241 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and contingencies | |
Commitments and contingencies | 27 Commitments and contingencies (a) Litigation In the ordinary course of the business, the Group is subject to periodic legal or administrative proceedings. As of December 31, 2022 the Group is not a party to any legal or administrative proceedings which will have a material adverse effect on the Group’s business, financial position, results of operations and cash flows. (b) Capital commitments As of December 31, 2022 and 2021, the Group had no capital commitments. |
Restricted net assets
Restricted net assets | 12 Months Ended |
Dec. 31, 2022 | |
Restricted net assets | |
Restricted net assets | 28 Restricted net assets Relevant PRC laws and regulations permit payments of dividends by the Group’s subsidiaries, VIE and its subsidiaries incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, the Group’s subsidiaries and the VIE in the PRC are required to annually appropriate 10% of their net after-tax income to the statutory general reserve fund prior to payment of any dividends, unless such reserve funds have reached 50% of their respective registered capital. As a result of these and other restrictions under PRC laws and regulations, the Group’s subsidiaries, VIE and its subsidiaries incorporated in the PRC are restricted in their ability to transfer a portion of their net assets to the Company either in the form of dividends, loans or advances. There are no significant differences between U.S. GAAP and PRC accounting standards in connection with the reported net assets of the legally owned subsidiaries in the PRC and the VIE. Even though the Company currently does not require any such dividends, loans or advances from the PRC entities for working capital and other funding purposes, the Company may in the future require additional cash resources from them due to changes in business conditions, to fund future acquisitions and development, or merely to declare and pay dividends or distributions to our shareholders. Except for the above, there is no other restriction on use of proceeds generated by the Group’s subsidiaries, VIE and its subsidiaries to satisfy any obligations of the Company. Furthermore, cash transfers from the Company’s PRC subsidiaries to their parent companies outside of China are subject to PRC government control of currency conversion. Shortages in the availability of foreign currency at the time of requesting such conversion may temporarily delay the ability of the PRC subsidiaries and consolidated affiliated entities to remit sufficient foreign currency to pay dividends or other payments to the Company, or otherwise satisfy their foreign currency denominated obligations. As of December 31, 2021 and 2022, the total restricted net assets of the Company’s subsidiaries and OptAim VIE incorporated in the PRC and subjected to restriction amounted to approximately US$69,749 and US$32,239, respectively. Except for the above there is no other restriction on the use of proceeds generated by the Company’s subsidiaries, VIE and VIE’s subsidiaries to satisfy any obligations of the Company. |
ADDITIONAL INFORMATION_ CONDENS
ADDITIONAL INFORMATION: CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY | 12 Months Ended |
Dec. 31, 2022 | |
ADDITIONAL INFORMATION: CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY | |
ADDITIONAL INFORMATION: CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY | ADDITIONAL INFORMATION: CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY Rules 12-04(a) and 4-08(e)(3) of Regulation S-X require condensed financial information as to the financial position, cash flows and results of operations of a parent company as of and for the same periods for which the audited consolidated financial statements have been presented when the restricted net assets of the consolidated subsidiaries together exceed 25% of consolidated net assets as of the end of the most recently completed fiscal year. The following condensed financial statements of the Company have been prepared using the same accounting policies as set out in the Company’s consolidated financial statements except that the Company used the equity method to account for its investment in its subsidiaries, VIE and VIE’s subsidiaries. Such investment is presented on the separate condensed balance sheets of the Company as “Investment in subsidiaries, VIE and VIE’s subsidiaries” and “Accumulated losses in excess of investment in subsidiaries, VIE and VIE’s subsidiaries.” The Company, its subsidiaries, VIE and VIE’s subsidiaries were included in the consolidated financial statements whereby the intercompany balances and transactions were eliminated upon consolidation. The Company’s share of income from its subsidiaries, VIE and VIE’s subsidiaries is reported as share of income from subsidiaries, VIE and VIE’s subsidiaries in the condensed financial statements. The Company is a Cayman Islands company and, therefore, is not subjected to income taxes for all years presented. The footnote disclosures contain supplemental information relating to the operations of the Company and, as such, these statements should be read in conjunction with the notes to the consolidated financial statements of the Company. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As of December 31, 2021 and 2022, there were no material commitments or contingencies, significant provisions for long-term obligations or guarantees of the Company, except for those which have been separately disclosed in the consolidated financial statements, if any. Inter-company charges, share-based compensation and other miscellaneous expenses for the years ended December 31, 2020, 2021 and 2022, which were previously recognized at the parent company level, had been pushed down to the WFOE/VIE level given the majority of services were provided to the WFOE/VIE entities. The condensed financial statements of the parent company should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes thereto. For purposes of these condensed financial statements, the Company’s wholly owned and majority owned subsidiaries are recorded based upon its proportionate share of the subsidiaries’ net assets (similar to presenting them on the equity method). iCLICK INTERACTIVE ASIA GROUP LIMITED CONDENSED BALANCE SHEETS AS OF DECEMBER 31, 2021 AND 2022 (US$’000, except share data and per share data, or otherwise noted) As of December 31, 2021 2022 Assets Current assets Cash and cash equivalents 789 1,100 Restricted cash 3,657 — Other short-term investments — 1,021 Other current assets 549 161 Total current assets 4,995 2,282 Non-current assets Deferred tax assets 254 — Investments in subsidiaries, VIE and VIE’s subsidiaries 285,824 80,015 Other long-term investments 510 — Investment in an equity investee 354 279 Total non-current assets 286,942 80,294 Total assets 291,937 82,576 Liabilities and shareholders’ equity Current liability Accrued liabilities and other current liabilities 7,126 5,575 Total current liability 7,126 5,575 Non-current liability Other liabilities 459 2,071 Total non-current liability 459 2,071 Total liabilities 7,585 7,646 Commitments and contingencies — — Shareholders’ equity Ordinary shares 48 49 Treasury shares (20,908) (28,457) Other shareholders’ equity 305,212 103,338 Total shareholders’ equity 284,352 74,930 Total liabilities and shareholders’ equity 291,937 82,576 iCLICK INTERACTIVE ASIA GROUP LIMITED CONDENSED STATEMENTS OF COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 AND 2022 (US$’000, except share data and per share data, or otherwise noted) For the years ended December 31, 2020 2021 2022 Operating expenses General and administrative expenses (13,598) (17,574) (7,160) Total operating expenses (13,598) (17,574) (7,160) Operating loss (13,598) (17,574) (7,160) Other losses, net (409) (242) (7,925) Fair value losses on derivative liabilities (11,466) — — Fair value losses on convertible notes (4,433) — — Share of profits/(losses) from subsidiaries, VIE and VIE’ subsidiaries 17,477 4,406 (185,431) Loss before share of losses from an equity investee and income tax expense (12,429) (13,410) (200,516) Share of losses from an equity investee (111) (107) (75) Income tax expense (78) (114) (284) Net loss attributable to iClick Interactive Asia Group Limited’s ordinary shareholders (12,618) (13,631) (200,875) Net loss attributable to iClick Interactive Asia Group Limited (12,618) (13,631) (200,875) Other comprehensive loss: Foreign currency translation adjustment, net of tax 5,001 3,340 (4,946) Comprehensive loss attributable to iClick Interactive Asia Group Limited (7,617) (10,291) (205,821) iCLICK INTERACTIVE ASIA GROUP LIMITED CONDENSED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 AND 2022 (US$’000, except share data and per share data, or otherwise noted) For the years ended December 31, 2020 2021 2022 Cash flows from operating activities Net cash used in operating activities (3,461) (3,217) (7,754) Cash flows from investing activities Purchase of other long-term investments (19) — — Investment in an equity investee (412) — — Redemption of time deposits 255 46 — Capital contribution to subsidiaries (77,655) (53) — Amount due from subsidiaries — — 19,656 Acquisition of subsidiaries (959) (4,982) (7,742) Net cash (used in)/provided by investing activities (78,790) (4,989) 11,914 Cash flows from financing activities Proceeds from issuance of shares upon private placements and follow on offering 71,917 — — Proceeds from exercise of share options 1,305 661 68 Proceeds from issuance of convertible notes, net of transaction expenses 19,184 — — Redemption of convertible notes (15,196) — — Repurchase of ordinary shares (5,677) (10,687) (7,574) Purchase of interests in subsidiaries from non-controlling interests (7,003) — — Net proceeds from issuance of ordinary shares upon subscription from Baozun Inc. — 17,010 — Net cash provided by/(used in) financing activities 64,530 6,984 (7,506) Net decrease in cash and cash equivalents and restricted cash (17,721) (1,222) (3,346) |
Principal accounting policies (
Principal accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Principal accounting policies | |
Basis of presentation | (a) Basis of presentation The consolidated financial statements have been prepared in accordance with the U.S. GAAP. Significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements are summarized below. Effective from November 14, 2022, the Company changed the ratio of the ADS representing its Class A ordinary shares from one ADS representing one-half of one Class A ordinary share to one ADS representing five Class A ordinary shares. |
Use of estimates | (b) Use of estimates The preparation of the Group’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from such estimates. The Group believes that revenue recognition in determining whether the Company is the principal or an agent to the arrangements with merchants, impairment assessment of goodwill and long-lived assets, fair value determination related to the accounting for business combinations, impairment assessment of investments in equity securities without readily determinable fair value, determination of share-based compensation and valuation of convertible notes reflect more significant judgments and estimates used in the preparation of its consolidated financial statements. Management bases the estimates on historical experience and on various other assumptions as discussed elsewhere to the consolidated financial statements that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could materially differ from these estimates. |
Consolidation | (c) Consolidation The Group’s consolidated financial statements include the financial statements of the Company, its subsidiaries, its VIE and a VIE’s subsidiaries for which the Company or its subsidiary is the primary beneficiary. All transactions and balances among the Company, its subsidiaries, its VIE and a VIE’s subsidiaries have been eliminated upon consolidation. A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting powers; or has the power to appoint or remove the majority of the members of the board of directors; or to cast a majority of votes at the meeting of directors; or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders. A VIE is an entity in which the Company, or its subsidiary, through contractual agreements, bears the risks of, and enjoys the rewards normally associated with ownership of the entity. In determining whether the Company or its subsidiaries are the primary beneficiary, the Company considered whether it has the power to direct activities that are significant to the VIE’s economic performance, and also the Group’s obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Beijing WFOE and ultimately the Company hold all the variable interests of the VIE and its subsidiaries, and has been determined to be the primary beneficiary of the VIE. Non-controlling interests are recognized to reflect the portion of their equity that is not attributable, directly or indirectly, to the Company as the controlling shareholder. Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of comprehensive loss, statement of changes in equity and balance sheet, respectively. |
Foreign currency translation | (d) Foreign currency translation The reporting currency of the Company is the United States dollars (“US$”). The Company is a holding company engaged in capital raising and financing activities denominated in US$. As such, the Company’s functional currency has been determined to be the US$. The functional currency of the Company’s subsidiaries is the local currency of the country in which they are domiciled. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange existing at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into the functional currency at the applicable rates of exchange prevailing at the transaction date. Transaction gains and losses are recognized in “other gains/(losses), net”. Assets and liabilities denominated in foreign currencies are translated at the exchange rates at the balance sheet date. Equity accounts are translated at historical exchange rates and revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive loss in the consolidated statements of changes in shareholders’ equity and comprehensive loss. |
Fair value of financial instruments | (e) Fair value of financial instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. When available, the Company uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Group will measure fair value using valuation techniques that use, when possible, current market-based or independently sourced market parameters, such as interest rates and currency rates. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value measurements are based on a fair value hierarchy, based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets and liabilities; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company values its investments in wealth management products issued by banks classified as short-term investments in the consolidated balance sheets (Note 2(k)) using quoted subscription or redemption prices published by the banks and financial institution. Accordingly, the Company classifies the valuation techniques that use these inputs as Level 2. The carrying amounts of cash and cash equivalents, time deposits, restricted cash, accounts receivable, amount due from an equity investee, rebates receivable, accounts payable, other financial assets and liabilities approximate their fair values due to the short-term nature of these instruments. Based on the borrowing rates currently available to the Group for debt with similar terms, the carrying amounts of the short-term bank borrowings approximate their fair values (using Level 2 inputs). The Group values its listed equity securities using quoted prices for the underlying securities in active markets. Accordingly, the Group classifies the valuation techniques that use these inputs as Level 1. (ii) Fair value measurement on a non-recurring basis The Group measures an equity investment accounted for using the equity method at fair value on a non-recurring basis only if an impairment charge were to be recognized. For the years ended December 31, 2020, 2021 and 2022, no impairments were recorded on the investment in an equity investee which would require fair value measurement on a non-recurring basis. Equity investments accounted for using the net asset value per share as a practical expedient (Note 2(k)(i)) and measurement alternative (Note 2(m)) are generally not categorized in the fair value hierarchy. However, if equity investments without readily determinable fair values accounted for using the measurement alternative were re-measured during the year, they would be classified within Level 3 in the fair value hierarchy because the Group estimated the value of the investments based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs. See Note 2(m) for details. |
Cash, cash equivalents and restricted cash | (f) Cash, cash equivalents and restricted cash Cash and cash equivalents include cash on hand, cash in bank and time deposits placed with banks or other financial institutions, which have original maturities of three months or less and are readily convertible to known amounts of cash. Restricted cash represented bank deposits in accounts that are restricted as to withdrawal or usage. For restriction which is expected to be released within one year of the balance sheet date, the respective restricted cash balance is classified as current. As of December 31, 2021 and 2022, the Group’s restricted cash mainly represents balance held in restricted bank accounts as required by certain loan agreements and escrow amount deposited for a business acquisition. |
Time deposits | (g) Time deposits Time deposits represent demand deposits placed with banks with original maturities of more than three months but less than one year. Interest income is recognized using the effective interest method in the consolidated statements of comprehensive loss during the periods. Time deposits are valued based on the prevailing interest rates in the market. |
Accounts receivable, net | (h) Accounts receivable, net Accounts receivable are presented net of allowance for credit losses. The Group evaluates its accounts receivable for expected credit losses on a regular basis. The Group maintains an estimated allowance for credit losses which reflects its best estimate of amounts that potentially will not be collected. The Group uses various credit quality indicators including but not limited to historical collection experience and credit-worthiness of the customers as well as the age of the receivables balance to monitor the Group’s receivables within the scope of expected credit losses model and use these as a basis to develop the Group’s expected loss estimates. Additionally, the Group makes specific allowance in the period based on any specific knowledge the Group has acquired that might indicate that an individual account is uncollectible. The facts and circumstances of each account may require the Group to use judgment in assessing its collectability. See Note 2(j) for current expected credit losses upon adoption of ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC 326”). |
Rebates receivable | (i) Rebates receivable Rebates receivable represent sales rebates that have already been earned but not received from third party publishers. The Group earns its rebates from purchasing advertising spaces from these website publishers. |
Current expected credit losses upon adoption of ASC 326 | (j) Current expected credit losses upon adoption of ASC 326 In 2016, the FASB issued ASC 326, which amends previously issued guidance regarding the impairment of financial instruments by creating an impairment model that is based on expected losses rather than incurred losses. Subsequently, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, to clarify that receivables arising from operating leases are within the scope of lease accounting standards. Further, the FASB issued ASU No. 2019-04, ASU No. 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-02 and ASU 2020-03 to provide additional guidance on the credit losses standard. The Group adopted ASC 326 and several associated ASUs on January 1, 2020 using a modified retrospective approach, resulting in a net adjustment of US$3,972 to the opening balance of accumulated losses with a corresponding credit loss provision over accounts receivable being recognized in the consolidated balance sheet as of January 1, 2020. As of December 31, 2021 and 2022, the credit loss provision for accounts receivable and loans and interest receivable being recognized in the consolidated balance sheets amounted to US$23,075 and US$41,258, respectively. The Group’s cash and cash equivalents, time deposits, restricted cash, accounts receivable, amount due from an equity investee, rebates receivable, other current assets and other assets are within the scope of ASC 326. The Group has identified the relevant risk characteristics of its customers and the related receivables and other current assets which include size, type of the services the Group provides, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools for collective evaluation. Receivables that do not share similar risk characteristics are evaluated on an individual basis. Receivables evaluated individually are not included in the collective evaluation. For each pool for collective evaluation, the Group considers the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses. Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, and industry-specific factors that could impact the Group’s receivables. Additionally, external data and macroeconomic factors are also considered. This is assessed at each quarter based on the Group’s specific facts and circumstances. Management applies ASC 326 in estimating the allowance for credit losses on loans and interest receivable as included in other current assets on the consolidated balance sheets not sharing similar risk characteristics on an individual basis. The key factors considered when determining the above allowances for credit losses include the estimated loan collection schedule under different scenarios and their corresponding probability of occurrence, discount rate, financial condition and performance data of the borrowers and their cash flow forecasts considering current and future economic conditions. 2 Principal accounting policies (Continued) (j) Current expected credit losses upon adoption of ASC 326 (Continued) The following table presents the movement in the allowance for credit losses for the years ended December 31, 2021 and 2022. Accounts receivable Loans and interest receivable (Note) For the years ended For the years ended December 31, December 31, 2021 2022 2021 2022 Balance at the beginning of year 11,749 22,786 — 289 Provision for the year 12,424 18,542 289 3,661 Accounts receivable written off (1,669) (1,978) — — Exchange differences 282 (2,135) — 93 Balance at the end of year 22,786 37,215 289 4,043 |
Investments | (k) Investments As of December 31, 2021 2022 Short-term investments under current assets Fund investments (Note (i)) 3,647 3,665 Listed equity securities (Note (ii)) — 1,609 Wealth management products (Note (iii)) 1,574 1,737 Available-for-sale debt investments (Note (iv)) 2,550 — 7,771 7,011 Other long-term investments under non-current assets Available-for-sale debt investments (Note (iv)) — 3,000 Equity investments (Note 2(m)) 12,114 2,970 12,114 5,970 2 Principal accounting policies (Continued) (k) Investments (Continued) (i) Fund investments Fund investments over which the Group does not have the ability to exercise significant influence, are required to be measured at fair value under ASC 321 “Investments—Equity Securities” (“ASC 321”). The Group has adopted the practical expedient in ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) to estimate fair value using the net asset value per share (or its equivalent) of these investments which were without readily determinable fair value. Fund investments included in the consolidated balance sheet as short-term investments as of December 31, 2021 and 2022 amounted to US$3,647 and US$3,665 respectively and the change in fair value recorded in consolidated statement of comprehensive loss. Fair value change of US$187, US$452 and US$17 were recognized under “other gains/(losses), net” for the years ended December 31, 2020, 2021 and 2022 respectively. (ii) Listed equity securities Investments in listed equity securities are reported at fair value in the consolidated balance sheets and the unrealized gains and losses are recorded in the consolidated statements of comprehensive loss under ASU 2016-01. Listed equity securities recorded in the consolidated balance sheet as short-term investments as of December 31, 2021 and 2022 amounted to US$nil and US$1,609, respectively, and the change in fair value recorded in the consolidated statement of comprehensive loss under “other gains/(losses), net” for the years ended December 31, 2020, 2021 and 2022 amounted to US$1,157, US$127 and US$100, respectively. (iii) Wealth management products Wealth management products are issued by banks in the PRC which are redeemable by the Group at any time. They are unsecured with variable interest rates and primarily invested in debt securities issued by the PRC government, corporate debt securities and central bank bills. The Group measures these investments at fair value using the quoted subscription or redemption prices published by the bank. Wealth management products recorded in the consolidated balance sheet as short-term investments as of December 31, 2021 and 2022 amounted to US$1,574 and US$1,737 respectively and the change in fair values recorded in the consolidated statement of comprehensive loss under “other gains/(losses), net” amounted to US$52, US$9 and US$65 for the years ended December 31, 2020, 2021 and 2022, respectively. (iv) Available-for-sale debt investments Available-for-sale debt investments of the Group include investments in convertible notes issued by two private companies as accounted for under the fair value option, for which the total fair values as of December 31, 2021 and 2022 were US$2,550 and US$3,000, respectively. Interest income and all other changes in the carrying amount of this debt investment are recognized in earnings. The Company recorded fair value losses on debt investments of US$2,550 (2021: US$nil) for the year ended December 31, 2022. |
Investment in an equity investee | (l) Investment in an equity investee Investment in an equity investee represents the Group’s investment in a privately held company. The Group applies the equity method to account for an equity investment in common stock or in-substance common stock, according to Accounting Standards Codification (“ASC”) 323 “Investment — Equity Method and Joint Ventures,” over which it has significant influence but does not own a majority equity interest or otherwise control. Under the equity method, the Group initially records the investments at cost and the difference between the cost of the equity investee and the fair value of the underlying net assets of the equity investee is recognized as equity method goodwill and intangible assets acquired, which is included in the equity method investments on the consolidated balance sheets. The Group subsequently adjusts the carrying amount of the investments to recognize its (i) proportionate share of each equity investee’s post-acquisition net income or loss into earnings, (ii) share of post-acquisition movements in accumulated other comprehensive income into other comprehensive income, and (iii) cash distributions from investees, after the date of investment. When the Group’s share of loss in the equity investee equals or exceeds its interest in the equity investee, the Group does not recognize further loss, unless the Group has incurred obligations or made payments or guarantees on behalf of the equity investee. The Group evaluates its equity method investment for impairment under ASC 323-10. An impairment loss on the equity method investment is recognized in the consolidated statement of comprehensive loss when the decline in value is determined to be other-than-temporary. No impairment loss has been recorded during the years ended December 31, 2020, 2021 and 2022. |
Other long-term investments | (m) Other long-term equity investments The Group’s other long-term equity investments as of December 31, 2021 and 2022 consist of equity securities without readily determinable fair value. In accordance with ASC 321 “Investments—Equity Securities”, the Group is required to measure its equity investments at fair value and any changes in fair value are recognized in earnings. For equity investments without readily determinable fair value and does not qualify for the existing practical expedient in ASC 820 to estimate fair value using the net asset value per share (or its equivalent) of the investments, the Group has elected to use the measurement alternative to measure its equity investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. Significant judgments are required to determine (i) whether observable price changes are orderly transactions and identical or similar to an investment held by the Company; and (ii) the selection of appropriate valuation methodologies and underlying assumptions, including expected volatility and the probability of exit events as it relates to liquidation and redemption features used to measure the price adjustments for the difference in rights and obligations between instruments. Management makes a qualitative assessment as to whether the investment is impaired at each reporting date. If a qualitative assessment indicates that the investment is impaired, management estimates the investment’s fair value in accordance with the principles of ASC 820. If the fair value is less than the investment’s carrying value, the Company recognizes an impairment loss in net loss equal to the difference between the carrying value and fair value. Management applied judgment in (i) determining whether the investment is impaired, (ii) estimating the impairment amount if an impairment exists, and (iii) determining valuation methods and key valuation assumptions and data used in estimating the impairment amounts. These judgments consider various factors and events including a) adverse performance of investees; b) adverse industry developments affecting investees; and c) adverse regulatory, social, economic or other developments affecting investees. These judgements include the selection of valuation methods in estimating fair value and the determination of key valuation assumptions used, comprising selection of comparable companies and multiples, and discount for lack of marketability. The Company recognized impairment losses of US$4,038 and US$10,805 for the years ended December 31, 2021 and 2022 respectively. There was no impairment loss recognized for the year ended December 31, 2020. |
Property and equipment, net | (n) Property and equipment, net Property and equipment are stated at historical cost less accumulated depreciation and impairment loss, if any. Depreciation is calculated using the straight-line method over their estimated useful lives. The estimated useful lives are as follows: Leasehold improvements Over the shorter of lease term or 2 – 5 years Furniture and fixtures 2 – 5 years Office equipment 3 – 5 years Motor Vehicles 3 – 5 years Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of property and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the consolidated statement of comprehensive loss. |
Acquisitions | (o) Acquisitions (i) Business combinations The Group accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The Group accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805 “Business Combinations” (“ASC 805”). The cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations as of the acquisition date. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of comprehensive loss as gain on bargain purchase. During the measurement period, which can be up to one year from the acquisition date, the Group may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of comprehensive loss. (ii) Assets acquisition ASC 805-10-55-5A, which sets forth a screen test, provides that if substantially all of the fair value of the assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the assets acquired are not considered to be a business. The acquisition should be accounted for by the Company as an asset acquisition in accordance with ASC 805-50, rather than as a business combination. Under an asset acquisition, the cost to acquire the group of assets is allocated to the individual assets acquired or liabilities assumed based on their relative fair values. |
Intangible assets, net | (p) Intangible assets, net Intangible assets mainly consist of computer software licenses purchased from external parties and computer software and systems, developed technologies, customer relationship, brand name, contract backlog and advertising contract acquired through the acquisitions of subsidiaries. Identifiable intangible assets are carried at acquisition cost less accumulated amortization and impairment loss, if any. Amortization of finite lived intangible assets is computed using the straight-line method over the following estimated useful lives, which are as follows: Computer software and systems 2 – 5 years Developed technologies 5 years Customer relationship 4 – 5 years Brand name 4 years Contract backlog 3 years Advertising contract 30 years |
Impairment of goodwill and Impairment of other long-lived assets and intangible assets | (q) Impairment of goodwill Goodwill represents the excess of the purchase consideration over the fair value of assets and liabilities of businesses acquired. Goodwill is not subject to regular periodic amortization. Instead, management conducts a goodwill impairment test at the reporting unit level annually in the fourth quarter, or more frequently when events or circumstances occur indicating that the recorded goodwill may be impaired. A reporting unit is an operating segment or a component of an operating segment which is a business and for which discrete financial information is available and reviewed by a segment manager. The Group’s reporting units include (i) the Marketing Solutions and (ii) the Enterprise Solutions. In accordance with the guidance from ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment, for the purpose of the goodwill impairment test, the Group first assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, an additional quantitative evaluation is performed. Alternatively, the Group may elect to proceed directly to the quantitative goodwill impairment test. As part of the quantitative goodwill impairment test, the Group compares the fair value of each reporting unit to its carrying value, with an impairment charge recorded for the amount by which the carrying amount exceeds the reporting unit’s fair value up to a maximum amount of the goodwill balance for the reporting unit. For evaluation of reporting units using a quantitative assessment, the Group determines the fair values of the Marketing Solutions reporting unit and the Enterprise Solutions reporting unit as of December 31, 2021 based on a market approach and an income approach, respectively. During the year ended December 31, 2022, due to the Company’s plan to strategically downsize the Marketing Solutions reporting unit, the Company considered the identification of companies comparable to the downsized Marketing Solutions reporting unit under a market approach using the guideline public company method to be not practical whereby the use of an income approach to estimate the fair value of Marketing Solutions reporting unit as of December 31, 2022 is considered to be more appropriate. Therefore, the Group determines the fair values of both the Marketing Solutions reporting unit and the Enterprise Solutions reporting unit as of December 31, 2022 based on an income approach. 2 Principal accounting policies (Continued) (q) Impairment of goodwill (Continued) Under the market approach, the Group estimates the fair value of the Marketing Solutions reporting unit based on market multiples of current year revenue for the reporting unit. Under the income approach, the Group estimates the fair value of the reporting units based on discounted cash flow method derived from the reporting unit’s long-term forecasts which included a five-year future cash flow projection and an estimated terminal value. The cash flow projection is based on management’s most recent view of the long-term outlook for the reporting units in order to come up with revenue growth rates, gross margin, the estimated terminal value using a terminal year long-term future growth rate, discount rates, and other assumptions deemed reasonable by management. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and estimating the fair value of each reporting unit. Estimating fair value of individual reporting units requires the exercise of significant management judgment, including judgment in an income approach about appropriate revenue growth rates, gross margin, an estimated terminal value using a terminal year long-term future growth rate and a discount rate for the reporting units. Changes in these estimates and assumptions could materially affect the estimation of fair value for each reporting unit. As of December 31, 2021, based on the assessment performed by management, the fair values of Marketing Solutions reporting unit and Enterprise Solutions reporting unit exceeded their carrying values by around 41% and 113%, respectively. Therefore, no impairment for goodwill was recognized for the year ended December 31, 2021. As of December 31, 2022, the Group determined that there were sufficient indicators to trigger a quantitative goodwill impairment analysis. The indicators included, among others: (1) the underperformance against plan of the Group’s reporting units due to the negative impact of the COVID-19 outbreak to the macroeconomy of the PRC, (2) a revision of the Group’s forecasted future earnings due to intensified industry competition, and (3) a decline in the Company’s market capitalization in 2022. The Group’s annual quantitative goodwill impairment analysis as of December 31, 2022 indicated that both Marketing Solutions and Enterprise Solutions reporting units were fully impaired. Accordingly, the Group recognized an impairment charge of US$53,024 and US$27,113 for the Marketing Solutions reporting unit and the Enterprise Solutions reporting unit, respectively, for the year ended December 31, 2022. (r) Impairment of long-lived assets Long-lived assets of the Group including property and equipment, intangible assets (other than goodwill) and right-of-use-assets which are held and used are reviewed for impairment when events or changes in the circumstances indicate that the carrying value of an asset or asset group may no longer be recoverable. For an asset or asset group that is held and used, the asset or asset group represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets or asset groups. Factors considered by the Group in its impairment assessments of long-lived assets that are held and used include, but are not limited to, significant underperformance relative to historical or projected operating results; significant changes in the manner of use of the acquired assets or asset groups or the strategy for the overall business; and significant negative industry or economic trends. When the carrying value of a long-lived asset or asset group that is held and use may not be recoverable based upon the existence of one or more of the above indicators of impairment, the Group estimates the future undiscounted cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected future undiscounted cash flows and eventual disposition is less than the carrying amount of the asset or asset group, the Group recognizes an impairment loss. An impairment loss is reflected as the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group, based on the fair value if available, or discounted cash flows, if fair value is not available. The discounted cash flow model on which the fair value of the asset or asset group as part of the Group’s impairment tests is based includes significant assumptions relating to revenue growth rates, gross margin, and other controllable expenses. 2 Principal accounting policies (Continued) (r) Impairment of long-lived assets (Continued) The Group has identified certain long-lived asset groups which are held and used that are subject to indicators (which are similar to the indicators for goodwill impairment as explained in Note 2(r)) to trigger quantitative impairment assessments. Based on the Group’s impairment assessments on those long-lived asset groups as of December 31, 2022, the Group recorded impairment of long-lived assets of US$53,349 during the year ended December 31, 2022, out of which US$49,778, US$1,206 and US$2,365 were related to intangible assets (other than goodwill), property and equipment, and right-of-use assets, respectively. Out of the total impairment charges of US$53,349, US$48,946 and US$4,403 were recorded in cost of revenues and operating expenses, respectively. No impairments related to long-lived assets were recorded during the years ended December 31, 2020 and 2021. |
Lease accounting | (s) Lease accounting The Company determines if an arrangement is a lease or contains a lease at lease inception. For operating leases, the Company recognizes right-of-use assets (“ROU assets”) and lease liabilities based on the present value of the lease payments over the lease term on the consolidated balance sheets at commencement date. The Company estimates its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The Group records rent expense for operating leases, including leases of office premises, on a straight-line basis over the lease term. The Group begins recognition of rent expense on the commencement date, which is generally the date that the asset is made available for use. The lease liability is included in lease liabilities, current and lease liabilities, non-current within the consolidated balance sheets, which are reduced as lease related payments are made. The ROU asset is amortized on a periodic basis over the expected term of the lease. See Note 14 for additional information. |
Deferred revenue | (t) Deferred revenue The Group receives prepayments for services in advance of service performance from certain customers. The amounts received in advance are recorded as deferred revenue and recognized as revenue in the period which the corresponding services are performed. |
Derivative financial instrument | (u) Derivative financial instrument ASC 815, “Accounting for Derivative Instruments and Hedging Activities” (“ASC 815”) requires every derivative financial instrument (including certain derivative financial instruments embedded in other contracts) to be recorded on the balance sheet at fair value as either an asset or a liability. ASC 815 also requires that changes in the fair value of recorded derivatives be recognized currently in earnings unless specific hedge accounting criteria are met. The Group’s derivative financial instrument included the call option written to the investor to purchase the convertible notes issued in July 2020 classifies as “derivative liabilities” (the “Call Option”). For the year ended December 31, 2020, the Group recognized fair value losses of US$11,466 on the derivative liabilities. The Call Option was exercised by the investor on July 30, 2020. There was no derivative financial instrument as of December 31, 2021 and 2022. |
Convertible notes | 2 Principal accounting policies (Continued) (v) Convertible notes The Group determines the appropriate accounting treatment of its convertible notes in accordance with the terms in relation to the conversion feature, call and put option, and beneficial conversion feature (“BCF”). After considering the impact of such features, the Group may account for such instrument as a liability in its entirety, or separate the instrument into debt and equity components following the respective guidance described under ASC 815 and ASC 470 “Debt”. The conversion features of the convertible notes of the Group meets the definition of a derivative whereby no BCF shall be separately accounted for. Moreover, the Group has elected the fair value option for convertible notes accounted for as a liability in its entirety whereby the conversion features that meet the definition of a derivative are not bifurcated given that the entire debt instrument is legally a single contract therefore not to be separated into parts for purposes of applying the fair value option. Such fair value option permits the irrevocable election on an instrument-by-instrument basis at initial recognition of an asset or liability or upon an event, that gives rise to a new basis of accounting for that instrument. The convertible notes accounted for under the fair value option are carried at fair value with realized or unrealized gains and losses recorded in the consolidated statements of comprehensive loss. Convertible notes are classified as current liabilities if they are convertible or redeemable on demand or if their due date is or will be within one year from the balance sheet date. There were no convertible notes as of December 31, 2021 and 2022. |
Treasury shares | (w) Treasury shares The Company accounted for those shares repurchased as treasury shares at cost in accordance with ASC 505-30, and the treasury shares acquired are shown separately in shareholders’ equity as the Company has not yet decided on the ultimate disposition of those shares. If and when the Company cancels the treasury shares, the difference between the original issuance price and the repurchase price will be debited into additional paid-in capital. |
Revenue recognition and cost of revenues | (x) Revenue recognition and cost of revenues The following table presents our revenue recognized from contracts with customers disaggregated by the four types of pricing models: For the years ended December 31, 2020 2021 2022 Recognized over time - Sales agent 5,834 4,195 2,549 - Cost-plus 26,738 26,062 8,909 - SaaS products and services 28,545 57,756 62,207 61,117 88,013 73,665 Recognized at point in time - Specified actions 193,280 212,353 94,498 - SaaS products and services 348 7,336 917 193,628 219,689 95,415 Total 254,745 307,702 169,080 2 Principal accounting policies (Continued) (x) Revenue recognition and cost of revenues (Continued) The Group’s Marketing Solutions service offerings are the provisions of online advertising services. The Group utilizes a combination of pricing models and revenue is recognized when the related services are delivered based on the specific terms of the contract, which are commonly based on (i) agreed incentive to be earned for being a sales agent of a publisher, (ii) cost-plus or (iii) specified actions (e.g. cost per impression (“CPM”) and cost per click (“CPC”)) and related campaign budgets, depending on the customers’ preferences and their campaigns launched. The Group also offers the Enterprise Solutions via the offering of SaaS products and services. The Group recognizes revenue when the Group satisfies a performance obligation by transferring a promised service to a customer. The Group considers the following when determining if a contract exists under which the performance obligations have been satisfied: (i) contract approval by all parties, (ii) identification of each party’s rights regarding the goods or services to be transferred, (iii) specified payment terms, (iv) commercial substance of the contract, and (v) collectability of substantially all of the consideration is probable. Collectability is assessed based on a number of factors, including the creditworthiness of a customer, the size and nature of a customer’s business and transaction history. Revenues are recorded net of value-added taxes. The Group follows the guidance provided in ASC 606, Revenue from Contracts with Customers, for determining whether the Group is the principal or an agent in arrangements with customers that involve another party that contributes to providing a specified service to a customer. In these instances, the Group determines whether it has promised to provide the specified service itself (as principal) or to arrange for the specified service to be provided by another party (as an agent). This determination depends on the facts and circumstances of each arrangement and, in some instances, involves significant judgment. The Group recognizes revenue from sales agent and cost-plus arrangement amounting to US$32,572, US$30,257, and US$11,458 for the years ended December 31, 2020, 2021 and 2022, respectively, on a net basis as the Group is not primarily responsible for the fulfillment considering the Company only acts as an intermediary in executing transactions between the publishers and the customers, does not have control of the promised service as the Company only places orders based on specification set out by the customers, and does not have full discretion in establishing prices and therefore is the agent in the arrangement with customers. All other revenue of US$222,173, US$277,445 and US$157,622 for the years ended December 31, 2020, 2021 and 2022, respectively, are reported on a gross basis, as the Group has determined it is the principal in the arrangement. Sales agent In the arrangement with a particular publisher, the Group acts as a sales agent for this publisher in selling marketing spaces to marketing clients. In return, the Group earns incentives from this publisher based on contractually stipulated amounts when certain spending thresholds are achieved. The Group considers this particular publisher as a customer and record such incentives as net revenues. Incentives from this publisher are calculated on both a quarterly and an annual basis in accordance with the terms as set out in the arrangement. Revenue under this arrangement is recognized over time given the Group considers this particular publisher simultaneously receives and consumes the benefits provided by the Group’s performance as the Group performs. In other words, when the Group purchases marketing spaces on behalf of the marketing clients throughout the marketing campaigns as requested by them, this particular publisher simultaneously receives and consumes the benefit of the marketing spaces being purchased and therefore the Group is entitled to incentive payment from this publisher. The Group grants rebates to marketing clients under the sales agent arrangement. The majority of marketing clients under this arrangement are not customers under either the cost-plus arrangement or specified actions arrangement. The Group records rebates granted to such marketing clients as reduction of revenue. 2 Principal accounting policies (Continued) (x) Revenue recognition and cost of revenues (Continued) Cost-plus For cost-plus advertisement campaigns, sales are recognized at the fair value of the amount received. Discounts granted to marketing clients under cost-plus marketing campaigns are recorded as a reduction of revenue. The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Group is acting as the principal or an agent in the transactions. In the normal course of business, the Group acts as an intermediary in executing transactions between website publishers and marketing clients. The specified service in the cost-plus arrangement is the provision of marketing space, which is controlled by the website publishers, rather than the Group. The Group assists the marketing clients to place orders with specific website publishers based on specification set out the marketing clients. The Group does not have the ability to direct the use of marketing space and does not have any inventory risk. Pricing is generally based on the actual advertising spending incurred by the marketing clients plus a margin. Accordingly, the Group concludes that it is not the principal in these arrangements and reports revenue earned and costs incurred related to these transactions on a net basis. Revenue under this arrangement is recognized over time as the Group considers its customers simultaneously receive and consume the benefits provided by the Group’s performance. At the time the Group purchases marketing spaces during the contract term for its customers, the customers’ advertisements could be placed throughout the marketing campaign. Revenue recognition under this arrangement is not based on an occurrence of significant act or milestone method. Throughout the various services delivered to clients under the cost-plus arrangements, the Group earns rebates from publishers and grant rebates to marketing clients. The rebates that the Group grants to marketing clients under cost-plus arrangement are recorded as reduction of revenue, based on the spending amount the marketing clients would actually incur to earn the corresponding level of rebates. The rebates that the Group receives from publishers under the cost-plus arrangements are recorded as revenue. These rebates are recognized when a particular milestone is achieved (i.e. applying the relevant rebates based on the level of spending threshold actually achieved) and spending has actually occurred. Specified actions The Group also generates revenue from performing specified actions (e.g a CPM and CPC basis). Revenue is recognized on a CPM or CPC basis as impressions or clicks are delivered while revenue is recognized once agreed actions are performed. For the specified actions advertisement campaigns, the Group is the principal as it has the obligation to deliver successful actions requested by marketing clients. Also, the Group will only be paid if successful actions can be delivered and is exposed to risk of loss. In terms of pricing, the Group has complete latitude in establishing the selling prices of each of the CPM and CPC pricing model. The Group’s margin may vary as the costs incurred to deliver successful actions may vary and is therefore exposed to risk of loss whereby validating its degree of responsibility to its customers. Although the inventory risk under specified actions arrangement is considered to be low, the Group concludes that it is the principal in such arrangement as it is the principal ultimately responsible for delivering successful actions and in charge of establishing the price per action. Accordingly, the Group reports revenue earned and costs incurred related to these transactions on a gross basis. 2 Principal accounting policies (Continued) (x) Revenue recognition and cost of revenues (Continued) Specified actions (Continued) Revenues under this arrangement is recognized at point-in-time when the Group is able to deliver the specified actions as requested by the customers. Upon the occurrence of the specified actions, the customers take control of the specified actions and this is when the Group recognizes the corresponding revenue. Unlike the cost-plus arrangement, when the Group purchases marketing spaces in order to deliver the specified actions, the customers do not receive and consume the benefit as the benefit to be received by the customers is the occurrence of the specified actions. Also, the Group does not create or enhance an asset that the customers control as the marketing spaces ultimately belong to the publishers. The Group does not have any right to payment for simply purchasing the marketing spaces and would only be compensated upon delivery of the specified actions. The Group also grants rebates to marketing clients under the specified actions arrangement. Same as the treatment under cost-plus arrangement, the rebates that the Group grants to marketing clients under cost-plus arrangement are recorded as reduction of revenue and are recorded based on the amount the marketing clients would actually incur to earn the corresponding level of rebates. The rebates that the Group receives from publishers under the specified actions arrangement are recorded as a reduction of cost of revenues. These rebates are recognized when a particular milestone is achieved (i.e. applying the relevant rebates based on the level of spending threshold actually achieved) and spending has actually occurred. Cost of revenues consists of the costs to purchase space for the online advertising operations, amortization expenses related to the Group’s computer software and systems, salaries and benefits of relevant operations and support personnel and depreciation of relevant property and equipment and impairment on relevant intangible assets. The Group becomes obligated to make payments related to website publishers in the period the marketing impressions and click-through occur. Such expenses are classified as cost of revenues in the consolidated statements of comprehensive loss as incurred. Cost of revenues also includes rebates received from website publishers which are recorded as a reduction of cost of revenues when the Group is acting as a principal in a transaction. SaaS products and services Under this arrangement, the Group offers SaaS products and services through provision of software and data analytical tool licenses, customer relationship management (“CRM”) solutions and digitalized operational solutions services. Revenues under this arrangement primarily consist of fees for (i) licensing to provide customers with access to one or more of the existing cloud applications for e-commerce, marketing and customer management, (ii) the development of new cloud applications customized for individual customer, (iii) licenses for on-premises software, and (iv) various combinations of software and data analytical tool licenses, CRM solutions, and digitalized operational solutions services provided by the Group. Contracts with customers under this arrangement are generally with a term of 1 to 24 months. Revenues from licensing of existing cloud applications are generally recognized ratably over time over the contract term beginning on the date that the licensing service is made available to the customer, whereby the Group considers that its customers simultaneously receive and consume the benefits provided by the use of existing cloud applications. The Group does not have other right to consideration in exchange for goods or service that the Group has transferred to a customer when that right is conditional on something other than the passage of time. 2 Principal accounting policies (Continued) (x) Revenue recognition and cost of revenues (Continued) SaaS products and services (Continued) Revenues from developing new cloud applications exclusively customized for customers and licenses for on-premises software is recognized at point-in-time when the Group is able to deliver the cloud applications to customers or when the Group provides customers with right to use the on-premises software. The Group considers the transfer of control of new cloud applications/software to customer, which represents a distinct performance obligation, to be completed when such cloud applications/software are on-premise and fully functional such that the customer can use and benefit from the cloud applications/software on its own. Besides, the Group also provides certain additional services along with the above arrangements of cloud application development and software licensing, such as technical support, bug fixes, CMR solutions and digitalized operational solutions. These additional services are considered to be a series of distinct services that are substantially the same and have the same duration and measure of progress; therefore, the Group concludes that they represent a separate combined performance obligation. Revenues from such additional services are recognized ratably over-time over the contract period. The respective stand-alone selling prices of each of these performance obligations are determined based upon observable prices in stand-alone transactions and contractually stated price whereby no allocation of selling prices among individual performance obligations are required. Cost of revenues for SaaS products and services primarily comprises amortization expenses related to the Group’s computer software and systems, salaries and benefits of relevant operations and support personnel, depreciation of relevant property and equipment and other direct service costs. Contract balances Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represent amounts invoiced and revenue recognized prior to invoicing when the Group has satisfied its performance obligations and has the unconditional right to payment. The Group normally does not have contract assets, which are primarily unbilled accounts receivable that are conditional on something other than the passage of time. Deferred revenue represents contract liabilities which related to unsatisfied performance obligations at the end of the period. Due to the generally short-term duration of the contracts, the majority of the performance obligations are satisfied in the following reporting period. Revenue recognized during the years ended December 31, 2021 and 2022, respectively, relating to deferred revenue as of January 1, 2021 and 2022 was US$18,795 and US$13,108, respectively. For the amount remained as deferred revenue as of January 1, 2021 and 2022, respectively, but not recognized as revenue during the years ended December 31, 2021 and 2022, respectively, there is still a contractual obligation for the Group to provide service whereby the Group is not obliged to make any refund of the amount received from customers. Such amount will be recognized as revenue when all of the revenue recognition criteria are met. Revenue recognized in the current period from performance obligations related to prior periods was not material. 2 Principal accounting policies (Continued) (x) Revenue recognition and cost of revenues (Continued) Practical Expedients The Group has used the following practical expedients as allowed under ASC 606: (i) The transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, has not been disclosed as substantially all of the Group’s contracts have a duration of one year or less. (ii) Payment terms and conditions vary by contract type , although terms generally include a requirement of prepayment or payment within one year or less. In instances where the timing of revenue recognition differs from the timing of invoicing, the Group has determined that its contracts generally do not include a significant financing component. (iii) The Group generally expenses sales commissions when incurred because the amortization period would be one year or less. These costs are recorded within sales and marketing expenses. |
Prepaid media costs | (y) Prepaid media costs Prepaid media costs represent prepayments for online space paid by the Group to third party publishers of websites. Upon utilization, media costs are recognized in cost of revenues when the Group is determined as acting as the principal. However, when the Group is determined as acting as the agent, those costs are recognized as deduction to revenue by the Group. These prepayments are classified as current considering the corresponding online spaces are expected to be purchased and utilized within twelve months from the date of payments. |
Research and development expenses | (z) Research and development expenses Research and development expenses consist primarily of (i) salary and welfare for research and development personnel, (ii) leases expenses and (iii) depreciation of office premise and servers utilized by research and development personnel. Costs incurred during the research stage are expensed as incurred. Costs incurred in the development stage, prior to the establishment of technological feasibility, which is when a working model is available, are expensed when incurred. The Group accounts for internal use software development costs in accordance with guidance on intangible assets and internal use software. This requires capitalization of qualifying costs incurred during the software’s application development stage and to expense costs as they are incurred during the preliminary project and post implementation/operation stages. The Group incurred development costs in connection with an internal-use enterprise resource planning (“ERP”) software to further enhance management to monitor the business. While internal and external costs incurred during the preliminary project stage are expensed as incurred, costs relating to activities during the application development stages have been capitalized. For the years ended December 31, 2020, 2021 and 2022, the Group has capitalized development costs related to ERP software of US$156, US$111 and US$nil, respectively, as intangible assets. In addition, the Group incurred other research and development costs in relation to other internal use software used to support its operations. Any development costs qualified for capitalization were immaterial for the periods presented. For the years ended December 31, 2020, 2021 and 2022, the Group has not capitalized any other costs related to internal use software other than the ERP software. |
Sales and marketing expenses | (aa) Sales and marketing expenses Sales and marketing expenses consist primarily of (i) advertising and marketing expenses, and (ii) salary and welfare for sales and marketing personnel. Advertising expenses are recorded as sales and marketing expenses when incurred, and totaled US$8,658, US$10,458 and US$6,769 for the years ended December 31, 2020, 2021 and 2022, respectively. |
General and administrative expenses | (ab) General and administrative expenses General and administrative expenses consist primarily of (i) salary and welfare for general and administrative personnel, (ii) professional service fees, and (iii) allowance for credit losses. |
Employee social security and welfare benefits | (ac) Employee social security and welfare benefits Employees of the Group in the PRC are entitled to staff welfare benefits including pension, work-related injury benefits, maternity insurance, medical insurance, unemployment benefit and housing fund plans through a PRC government-mandated multi-employer defined contribution plan. The Group is required to contribute to the plan based on certain percentages of the employees’ salaries, up to a maximum amount specified by the local government. The PRC government is responsible for the medical benefits and the pension liability to be paid to these employees and the Group’s obligations are limited to the amounts contributed and no legal obligation beyond the contributions made. The Group also makes payments to other defined contribution plans for employees employed by subsidiaries outside the PRC. The Company and subsidiaries incorporated in Hong Kong are required to make contributions to Mandatory Provident Funds under the Hong Kong Mandatory Provident Fund Schemes Ordinance. Such contributions are recognized as an expense in profit or loss as incurred. |
Non-controlling interests | (ad) Non-controlling interests The non-controlling interests are presented in the consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Non-controlling interests are presented on the face of the consolidated statement of comprehensive loss as an allocation of the total income or loss for the year between non-controlling interests holders and the shareholders of the Company. |
Income taxes | (ae) Income taxes Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income taxes are accounted for using an asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purpose. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statements of comprehensive loss in the period of change. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion of, or all of the deferred tax assets will not be realized. Uncertain tax positions The guidance on accounting for uncertainties in income taxes prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Guidance was also provided on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. Significant judgment is required in evaluating the Group’s uncertain tax positions and determining its provision for income taxes. The Group recognizes interests and penalties, if any, under accrued expenses and other current liabilities on its consolidated balance sheets and under other expenses in its statements of comprehensive loss. The Group did not recognize any significant interest and penalties associated with uncertain tax positions for the years ended December 31, 2020, 2021 and 2022. As of December 31, 2021 and 2022, the Group did not have any significant unrecognized uncertain tax positions. |
Share-based compensation | (af) Share-based compensation The Company grants stock-based awards, including share options, restricted share units and warrants of the Company, to eligible employees, officers, directors, and non-employee consultants. The Company accounts for share-based awards granted to employees in accordance with ASC 718, “Compensation - Stock Compensation” and share-based awards granted to non-employees in accordance with ASC subtopic, 505-50 (“ASC 505-50”), “Equity-Based Payments to Non-Employees”. ASC 505. On January 1, 2019, the Group adopted ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvement to Nonemployee Share-based Payment Accounting to amend the accounting for share-based payment awards issued to non-employees. Under ASU 2018-07, the accounting for awards to non-employees are similar to the model for employee awards. Option and RSUs granted to employees Under the fair value recognition provisions of ASC 718-10, share-based compensation costs are measured at the grant date. The share-based compensation expenses have been categorized as either general and administrative expenses, sales and marketing expenses or research and development expenses, depending on the job functions of the grantees. For the options and RSUs granted to employees, the compensation expense is recognized using the graded-vesting attribution approach over the requisite service period, which is generally the vesting period. Forfeitures are estimated at the time of grant, with such estimate updated periodically and with actual forfeitures recognized currently to the extent they differ from the estimate. In determining the fair value of the Company’s share options, the binomial option pricing model has been applied. The fair value of RSUs is determined with reference to the fair value of the underlying shares. Option modification According to ASC 718, a change in any of the terms or conditions of equity based awards shall be accounted for as a modification of the award. Therefore, the Group calculates incremental compensation cost of a modification as the excess of the fair value of the modified option over the fair value of the original option immediately before its terms are modified. For vested options, the Group would recognize incremental compensation costs on the date of modification and for unvested options, the Group would recognize, prospectively and over the remaining requisite service period, the sum of the incremental compensation costs and the remaining unrecognized compensation costs for the original award. Option, RSUs and warrants granted to non-employees Pursuant to ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), stock-based awards granted to consultants and non-employees are accounted for in the same manner as awards granted to employees as described above. Options and warrants of the Company issued to non-employees are measured based on fair value of the options and warrants which are determined by using the binomial option pricing model and RSUs of the Company issued to non-employees are measured based on fair value of the RSUs which are determined with reference to the fair value of the underlying shares. |
Government subsidies | (ag) Government subsidies The Group receives subsidies from Hong Kong and the local PRC government for general use. General-use subsidies which are not subject to any conditions or specific use requirements are recorded as subsidy income in the consolidated statements of comprehensive loss. |
Statutory reserves | (ah) Statutory reserves The Company’s subsidiaries, a consolidated VIE and subsidiaries incorporated in the PRC, are required on an annual basis to make appropriations of retained earnings set at certain percentage of after-tax profit determined in accordance with PRC accounting standards and regulations (“PRC GAAP”). Appropriation to the statutory general reserve should be at least 10% of the after tax net income determined in accordance with the legal requirements in the PRC until the reserve is equal to 50% of the entities’ registered capital. The Group is not required to make appropriation to other reserve funds and the Group does not have any intentions to make appropriations to any other reserve funds. The general reserve fund can only be used for specific purposes, such as setting off the accumulated losses, enterprise expansion or increasing the registered capital. Appropriations to the general reserve funds are classified in the consolidated balance sheets as statutory reserves. There are no legal requirements in the PRC to fund these reserves by transfer of cash to restricted accounts, and the Group was not done so. Relevant laws and regulations permit payments of dividends by the PRC subsidiaries and affiliated companies only out of their retained earnings, if any, as determined in accordance with respective accounting standards and regulations. Accordingly, the above balances are not allowed to be transferred to the Company in terms of cash dividends, loans or advances. |
Related parties | (ai) Related parties Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation. |
Dividends | (aj) Dividends Dividends are recognized when declared. No dividends were declared for the years ended December 31, 2020, 2021 and 2022, respectively. The Group does not have any present plan to pay any dividends on ordinary shares in the foreseeable future. The Group currently intends to retain the available funds and any future earnings to operate and expand its business. |
Loss per share | (ak) Loss per share Basic loss per share is computed by dividing net loss attributable to holders of ordinary shares by the weighted average number of ordinary shares outstanding during the year using the two class method. The Group uses the two-class method to calculate net loss per share though both classes share the same rights in dividends. Therefore, basic and diluted loss per share are the same for both classes of ordinary shares. Using the two class method, net loss is allocated between ordinary shares based on their participating rights. Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalents shares outstanding during the year. Dilutive equivalent shares are excluded from the computation of diluted loss per share if their effects would be anti-dilutive. Ordinary share equivalents consist of the ordinary shares issuable in connection with the Group’s convertible notes and ordinary shares issuable upon the conversion of the stock options and warrants and vesting of RSUs, using the treasury stock method. |
Comprehensive income/loss | (al) Comprehensive income/loss Comprehensive income/loss is defined as the change in shareholders’ equity of the Group during a period arising from transactions and other events and circumstances excluding transactions resulting from investments by shareholders and distributions to shareholders. Comprehensive income/loss is reported in the consolidated statements of comprehensive loss. Accumulated other comprehensive income/losses of the Group include the foreign currency translation adjustments. |
Segment reporting | (am) Segment reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision making group, in deciding how to allocate resources and in assessing performance. The CODM is comprised of certain members of the Company’s management team. The Group’s organizational structure is based on a number of factors that the CODM uses to evaluate, view and run its business operations which include, but are not limited to, customer base, homogeneity of products and technology. The Group’s operating segments are based on this organizational structure and information reviewed by the Group’s CODM to evaluate the operating segment results. The Group reports two operating segments: 1) Marketing Solutions, and 2) Enterprise Solutions. This segment reporting aligns with the manner in which the Group’s CODM currently receives and uses financial information to allocate resources and evaluate the performance of reporting segments. |
Recently issued accounting pronouncements | (an) Recently issued accounting pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for public in fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Group did not early adopt and is currently evaluating the impact of adopting this ASU on its consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which clarifies the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency regarding (i) the recognition of an acquired contract liability; and (ii) payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of the amendments is permitted. The Group did not early adopt the amendments. The Group is currently evaluating the impact of adopting this ASU on its consolidated financial statements. In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which eliminates the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty and requires that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost. For entities that have adopted ASU 2016-13, the amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of the amendments is permitted if ASU 2016-13 has already been adopted. The Group did not early adopt and is currently evaluating the impact of adopting this ASU on its consolidated financial statements. In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820)—Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value and an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption of the amendments is permitted. The Group did not early adopt and is currently evaluating the impact of adopting this ASU on its consolidated financial statements. |
Organization and principal ac_2
Organization and principal activities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization and principal activities | |
Schedule of subsidiaries of company and consolidated VIE'S | Effective interest held through equity ownership/ contractual Date of Place of arrangements incorporation/ incorporation/ Name Relationship (Note (i)) establishment establishment Principal activities Tetris Media Limited Subsidiary 100 % July 2007 Hong Kong Investment holding iClick Interactive Asia Limited Subsidiary 100 % December 2008 Hong Kong Online advertising, SaaS products and services China Search (Asia) Limited Subsidiary 100 % September 2010 Hong Kong Online advertising iClick Interactive (Singapore) Pte. Ltd. Subsidiary 100 % January 2011 Singapore Online advertising iClick Data Technology (Beijing) Limited (“Beijing WFOE”) Subsidiary 100 % January 2011 The PRC Online advertising, SaaS products and services Search Asia Technology (Shenzhen) Co., Ltd. Subsidiary 100 % January 2011 The PRC Online advertising Performance Media Group Limited Subsidiary 100 % January 2013 Hong Kong Online advertising CMRS Digital Solutions Limited Subsidiary 100 % April 2008 Hong Kong Online advertising, SaaS products and services Beyond Digital Solutions Limited Subsidiary 100 % April 2010 Hong Kong Online advertising, SaaS products and services CruiSo Digital Solutions Limited Subsidiary 100 % May 2011 Hong Kong Online advertising, SaaS products and services Tetris Information Technology (Shanghai) Co., Ltd. Subsidiary 100 % April 2008 The PRC Online advertising, SaaS products and services OptAim (Beijing) Information Technology Co., Ltd. (“OptAim WFOE”) Subsidiary 100 % November 2014 The PRC Online advertising, SaaS products and services Effective interest held through equity ownership/ contractual Date of Place of arrangements incorporation/ incorporation/ Name Relationship (Note (i)) establishment establishment Principal activities Anhui Zhiyunzhong Information Technology Co., Ltd. (“OptAim Anhui”) Subsidiary 100 % November 2017 The PRC Online advertising, SaaS products and services Tetris (Shanghai) Data Technology Co., Ltd. Subsidiary 100 % October 2020 The PRC Online advertising, SaaS products and services Zhiyunzhong (Shanghai) Technology Co., Ltd. (“Shanghai OptAim”) Subsidiary 100 % September 2014 The PRC Online advertising Beijing OptAim Network Technology Co., Ltd. (“Beijing OptAim”) VIE 100 % September 2012 The PRC Online advertising Shanghai Myhayo Technology Co., Ltd. (“Myhayo”) (Notes (ii), (iii)) VIE’s subsidiary 36.8 % May 2017 The PRC Mobile content aggregator and online advertising Anhui Myhayo Technology Co., Ltd. (“Anhui Myhayo”) (Notes (ii), (iii)) VIE’s subsidiary 36.8 % September 2018 The PRC Mobile content aggregator and online advertising Changyi (Shanghai) Information Technology Ltd. (“Changyi”) (Note (iv)) Subsidiary 100 % January 2014 The PRC SaaS products and services Xi’an Changzhan Information Technology Ltd. (“Xian Changyi”) Subsidiary 100 % August 2019 The PRC SaaS products and services Optimal Power Limited (“Optimal”) (Note (v)) Subsidiary 100 % September 2019 BVI Investment holding Note: (i) Save for the impacts from the transactions detailed in Notes (iii), (iv) and (v) below, there was no change in the Company’s effective interest held through equity ownership/ contractual arrangements over the principal subsidiaries and consolidated VIE and the VIE’s subsidiaries during the years ended December 31, 2020, 2021 and 2022. (ii) Although the Company owns less than 50% ownership in these entities, these entities are consolidated as the Company obtains control with its controlling voting right at the level of both shareholders and board of directors pursuant to agreements with other investors of these entities. 1 Organization and principal activities (Continued) (a) Organization and nature of operation (Continued) Note: (Continued) (iii) The Company acquired 40% equity interest of Anhui Myhayo and Shanghai Myhayo in November 2018. In August 2019 and August 2020, there were contribution from non-controlling interests of US $2,905 to Anhui Myhayo and US $73 to Shanghai Myhayo, respectively, whereby the Company’s (i) equity interest in Anhui Myhayo was diluted to 36.8% in August 2019 and (ii) equity interest in Shanghai Myhayo was diluted to 36.8% in August 2020. These transactions did not result in a loss of the Company’s control over Anhui Myhayo and Shanghai Myhayo and were accounted for as transactions with non-controlling interests, resulting in an increase in equity by US $2,905 and US $73 for the years ended December 31, 2019 and 2020, respectively. (iv) The Company acquired 34.38% equity interest of Changyi, which held 100% equity interest of Suzhou Changyi, Xian Changyi, Shanghai Changyu and Anhui Aizhishu, in January 2019. During the years ended December 31, 2019, 2020 and 2022, the Company has further completed the following transactions in relation to Changyi. - In May 2019, the Company injected a total cash of RMB15 million (equivalent to US$2,217) to Changyi as paid-up capital, upon which the Company’s equity interest in Changyi increased to 41.46%. - In September 2020, the Company further injected a total cash of RMB65 million (equivalent to US$9,477) to Changyi as paid-up capital, resulting in a transfer of non-controlling interests of US$1,716 to additional paid-in capital for the year ended December 31, 2020. The Company’s equity interest in Changyi increased further to 52.62%. - In December 2020, the Company acquired 7.22% equity interest of Changyi from non-controlling interests using 313,011 Class A ordinary shares of the Company with a fair market value of US$4,176, resulting in a transfer of non-controlling interests of US$1,658 to additional paid-in capital for the year ended December 31, 2020. The Company’s equity interests in Changyi increased further to 59.84%. - In August 2022, the Company acquired the remaining 40.16% equity interest of Changyi from non-controlling interests using cash consideration of US$722 and 1,545,663 class A ordinary shares of the Company with a fair market value of US$1,577, resulting in a transfer of non-controlling interests of US$833 to additional paid-in capital for the year ended December 31, 2022. Upon completion of this transaction, the Company owns 100% equity interests in Changyi. These transactions did not change the Company’s control over Changyi and were not accounted for as transactions with non-controlling interests. (v) The Company acquired 80% equity interest of Optimal in May 2020 (Note 4(a)). In December 2020, the Company acquired the remaining 20% equity interest of Optimal from the non-controlling interest at a cash consideration of US $7,003 , whereby the Company’s equity interests in Optimal increased to 100% . This was accounted for as a transaction with non-controlling interests with an increase in additional paid-in capital of US $1,137 and a reduction in non-controlling interests of US $8,140 for the year ended December 31, 2020. |
Principal accounting policies_2
Principal accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Principal accounting policies | |
Schedule of movement in allowance for credit losses | Accounts receivable Loans and interest receivable (Note) For the years ended For the years ended December 31, December 31, 2021 2022 2021 2022 Balance at the beginning of year 11,749 22,786 — 289 Provision for the year 12,424 18,542 289 3,661 Accounts receivable written off (1,669) (1,978) — — Exchange differences 282 (2,135) — 93 Balance at the end of year 22,786 37,215 289 4,043 |
Schedule of investments | As of December 31, 2021 2022 Short-term investments under current assets Fund investments (Note (i)) 3,647 3,665 Listed equity securities (Note (ii)) — 1,609 Wealth management products (Note (iii)) 1,574 1,737 Available-for-sale debt investments (Note (iv)) 2,550 — 7,771 7,011 Other long-term investments under non-current assets Available-for-sale debt investments (Note (iv)) — 3,000 Equity investments (Note 2(m)) 12,114 2,970 12,114 5,970 |
Schedule of estimated useful lives of property and equipment | Leasehold improvements Over the shorter of lease term or 2 – 5 years Furniture and fixtures 2 – 5 years Office equipment 3 – 5 years Motor Vehicles 3 – 5 years |
Schedule of estimated useful lives of finite lived intangible assets | Computer software and systems 2 – 5 years Developed technologies 5 years Customer relationship 4 – 5 years Brand name 4 years Contract backlog 3 years Advertising contract 30 years |
Schedule of revenue recognized from contracts with customers disaggregated by the four types of pricing models | For the years ended December 31, 2020 2021 2022 Recognized over time - Sales agent 5,834 4,195 2,549 - Cost-plus 26,738 26,062 8,909 - SaaS products and services 28,545 57,756 62,207 61,117 88,013 73,665 Recognized at point in time - Specified actions 193,280 212,353 94,498 - SaaS products and services 348 7,336 917 193,628 219,689 95,415 Total 254,745 307,702 169,080 |
Certain risks and concentrati_2
Certain risks and concentration (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Certain risks and concentration | |
Schedule of financial data for VIEs on aggregated basis | As of December 31, 2021 2022 Assets Cash and cash equivalents 2,681 1,497 Accounts receivable, net 3,586 2,625 Prepaid media costs 1,151 99 Amounts due from subsidiaries of the Group 5,879 8,374 Other current assets 1,266 1,142 Property and equipment, net 65 — Intangible assets 140 — Right-of-use assets 384 — Short-term investment — 1,737 Other long-term investment 1,233 — Other non-current assets — 10 Total assets 16,385 15,484 Liabilities Accounts payable 2,262 2,008 Deferred revenue 88 29 Lease liabilities 384 135 Bank borrowings 1,889 1,590 Income tax payable 575 501 Amounts due to subsidiaries of the Group 2,120 1,060 Accrued liabilities and other current liabilities 1,444 861 Deferred tax liabilities 99 64 Total liabilities 8,861 6,248 For the years ended December 31, 2020 2021 2022 Net revenues From subsidiaries of the Group (Note) 4,761 1,028 601 From third parties 17,341 22,837 21,462 22,102 23,865 22,063 Net loss (Note) (1,755) (900) (1,367) For the years ended December 31, 2020 2021 2022 Net cash provided by/(used in) operating activities From subsidiaries of the Group 2,141 772 153 From third parties (2,110) (2,453) (1,127) 31 (1,681) (974) Net cash used in investing activities (29) (14) — Net cash provided by/(used in) financing activities Receipts of advances Group companies — 1,588 124 Repayments for advances from Group companies — (554) — Other financing activities 457 1,161 (214) 457 2,195 (90) Note: Services from VIE and VIE’s subsidiaries to other group companies The VIE and VIE’s subsidiaries provide online advertising service to other group companies. For the years ended December 31, 2020, 2021 and 2022, the intercompany online advertising service revenues recognized by VIE and VIE’s subsidiaries were US$4,761, US$911 and US$291, respectively. These transactions are eliminated at the consolidation level. The VIE and VIE’s subsidiaries also provide other marketing services to other group companies. For the years ended December 31, 2020, 2021 and 2022, the intercompany other marketing service revenues recognized by VIE and VIE’s subsidiaries were US$nil, US$117 and US$310, respectively. These transactions are eliminated at the consolidation level. Services from other group companies to VIE and VIE’s subsidiaries WFOE as primary beneficiary and other subsidiaries of the Group provide online advertising service and SaaS services to VIE and VIE’s subsidiaries. For the years ended December 31, 2020, 2021 and 2022, the intercompany online advertising and SaaS service revenues from VIE and VIE’s subsidiaries recognized by WFOE as primary beneficiary and other subsidiaries of the Group were US$996, US$49 and US$285, respectively. These transactions are eliminated at the consolidation level. |
Schedule of estimated fair values of financial assets and liabilities | Fair value measurements using Quoted prices in active Significant market for other Significant identical observable unobservable assets inputs inputs Total fair (Level 1) (Level 2) (Level 3) value As of December 31, 2021 Short-term investments - wealth management products — 1,574 — 1,574 Short-term investments - Available-for-sale debt investment — — 2,550 2,550 Other long-term equity investments — — 12,114 12,114 Contingent consideration payable — — (4,507) (4,507) — 1,574 10,157 11,731 As of December 31, 2022 Short-term investment - wealth management — 1,737 — 1,737 Short-term investments - listed equity securities 1,609 — — 1,609 Other long-term investment - Available-for-sale debt investment — — 3,000 3,000 Other long-term equity investments — — 2,970 2,970 1,609 1,737 5,970 9,316 |
Summary of changes in Level 3 financial liabilities for convertible notes and derivative liability | Contingent consideration payable For the years ended December 31, 2021 2022 Balance at the beginning of year 7,755 4,507 Fair value changes 418 — Settlement of contingent consideration (3,666) — Transfer to accrued liabilities — (4,507) Balance at the end of year 4,507 — |
Summary of changes in Level 3 financial assets for debt investment-convertible note | Available-for-sale debt investments For the years ended December 31, 2021 2022 Balance at the beginning of year — 2,550 Acquisition 2,550 3,000 Fair value changes — (2,550) Balance at the end of year 2,550 3,000 |
Summary of changes In financial asset measured using Level 3 input on a non-recurring basis | Other long-term equity investments For the years ended December 31, 2021 2022 Balance at the beginning of year 8,651 12,114 Investments made/transferred from prepayments 7,417 3,500 Transfer to short-term investments - listed equity securities (Note) — (1,510) Impairment on investments (4,038) (10,805) Exchange differences 84 (329) Balance at the end of year 12,114 2,970 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Optimal Power Limited | |
Schedule of preliminary fair value of identifiable assets acquired and liabilities assumed at date of acquisition | Cash 3,001 Intangible asset 53,287 Other liabilities (3,030) Deferred tax liabilities (13,322) Non-controlling interests (7,987) Total identifiable net assets acquired 31,949 |
CMRS Group Holding Limited | |
Schedule of preliminary fair value of identifiable assets acquired and liabilities assumed at date of acquisition | Cash 3,651 Restricted cash (Note (iii)) 532 Accounts receivable 4,149 Intangible assets (Note (v)) 2,194 Other assets 1,792 Deferred tax liabilities (362) Other liabilities (6,216) Total identifiable net assets acquired 5,740 Goodwill (Notes (iv), 13) 8,709 Note: (i) Out of the total cash consideration of US $4,335 , US $959 was settled during the year ended December 31, 2020 and the remaining balance of US $3,376 was settled during the year ended December 31, 2021. There is no adjustment to the cash consideration amounts. (ii) Contingent consideration are contingently payable upon the satisfaction of certain financial performance targets of the Company and market conditions, which are to be settled partially by cash and partially by ordinary shares of the Company. The number of ordinary shares to be issued and allotted to sellers is determined using the 10-day moving average closing price of the ADS of the Company. 4 Acquisition (Continued) (b) Acquisition of CMRS Group Holding Limited (Continued) Contingent consideration is measured at fair value at the acquisition date using projected milestone dates, probabilities of success and projected financial results of the CMRS Group discounted at its fair value as of the acquisition date. In determining the fair value of the contingent consideration, an income approach was applied by using discounted cash flows. In this approach, projected risk-adjusted contingent payments are discounted back to the current period using a discounted cash flow model. The key assumptions used to determine the fair value of the contingent consideration include projected milestone dates within 24 months after acquisition date and discount rate of 4.32%. Increase or decrease in the fair value of contingent consideration liabilities primarily result from changes in the estimated probabilities of achieving net profits after tax thresholds or market share prices milestones during the period. During the year ended December 31, 2021, the Company has partially settled contingent consideration payable with (i) total cash of US$2,024 and (ii) 183,740 Class A ordinary shares of the Company with a fair value of US$2,060 on the grant date of such consideration shares. The change in fair value recorded in consolidated statement of comprehensive loss under “other gains/(losses), net” for the years ended December 31, 2020 and 2021 amounted to a loss of US$81 and a gain of US$418, respectively. During the year ended December 31, 2022, the Company has agreed with the sellers of CMRS Group on the settlement of the outstanding contingent consideration payable with a total cash of HK$100 million (equivalent to US$12,903), out of which US$ 7,742 has been settled during the year ended December 31, 2022, while the remaining unsettled amounts of US$3,458 and US$1,703, which are interest bearing at 5% per annum, are payable in the year 2023 and 2024, respectively. The fair value loss pertained to the contingent payable prior to the settlement agreement with the sellers of CMRS Group was recorded in consolidated statement of comprehensive loss under “other gains/(losses), net” for the year ended December 31, 2022 amounted to US$8,396. (iii) The restricted cash includes an escrow amount of US $506 deposited with a bank which has been repaid to the sellers in 2021. (iv) The excess of purchase price over tangible assets, identifiable intangible assets acquired and liabilities assumed was recorded as goodwill. Goodwill associated with the acquisition of CMRS Group was attributable to the expected synergy with the existing Enterprise Solutions and Marketing Solutions operations. The acquired goodwill is not deductible for tax purposes. Acquisition-related costs were immaterial and were included in general and administrative expenses for the year ended December 31, 2020. (v) In determining the fair value of the intangible assets, an income approach was used. In this approach, significant estimates consist of discount rate of 22.3% and a growth rate on revenue ranging from 3.0% to 6.2% over a period of 4 years . The estimated amounts recognized on the acquired identifiable intangible assets and their estimated useful lives are shown in the following table: |
Schedule of fair value of consideration transferred | Cash (Note (i)) 4,335 Class A ordinary shares of the Company 2,440 Contingent consideration (Note (ii)) 7,674 14,449 |
Schedule of estimated amounts recognized on acquired identifiable intangible asset and its estimated useful life | Estimated Gross carrying Intangible asset useful life amount Brand name 4 years 1,162 Customer relationship 4 years 1,032 2,194 |
Schedule of unaudited proforma net revenues and net loss | For the year ended December 31, 2020 Net revenues 270,326 Net loss (13,346) |
Sky Gem International Limited | |
Schedule of preliminary fair value of identifiable assets acquired and liabilities assumed at date of acquisition | Other assets 2,000 Other liabilities (17) Non-controlling interests (3,072) Total identifiable net assets acquired, net of non-controlling interests (1,089) Goodwill (Note 13) 4,289 |
Schedule of fair value of consideration transferred | Cash 3,200 |
Parllay | |
Schedule of preliminary fair value of identifiable assets acquired and liabilities assumed at date of acquisition | Intangible assets 279 Deferred tax liabilities (70) Total identifiable net assets acquired 209 Goodwill (Note 13) 1,616 |
Schedule of fair value of consideration transferred | Cash consideration 1,825 |
Schedule of estimated amounts recognized on acquired identifiable intangible asset and its estimated useful life | Intangible asset Estimated useful life Gross carrying amount Developed technology 5 years 279 |
Cash and cash equivalents and_2
Cash and cash equivalents and time deposits (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and cash equivalents and time deposits | |
Schedule of Cash on Hand and Cash Held at Bank | As of December 31, 2021 2022 Amount in US$ Amount in US$ thousand equivalent thousand equivalent RMB 111,651 17,576 378,033 54,632 HK$ 63,787 8,231 77,960 10,059 US$ 26,077 26,077 17,323 17,323 European dollars 297 336 106 111 Singapore dollars 217 159 471 345 New Taiwan dollars 3,118 113 3,066 99 Japanese Yen 3,163 29 11,764 91 Others 67 50 133 104 52,571 82,764 |
Equity investment (Tables)
Equity investment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity investment | |
Schedule of investment in V-Click | For the years ended December 31, 2021 2022 Balance at the beginning of year 460 354 Share of losses (107) (75) Exchange differences 1 — Balance at the end of year 354 279 |
Other long-term investments (Ta
Other long-term investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other long-term investments | |
Schedule of other long-term investments | As of December 31, 2021 2022 Available-for-sale debt investment (Note 2(k)) — 3,000 Investments in equity securities without readily determinable fair values 16,152 13,775 Total other long-term investments, gross 16,152 16,775 Less: Impairment of investments in equity securities without readily determinable fair values (4,038) (10,805) 12,114 5,970 |
Schedule of movement of other long-term investments and prepayments for long-term investments | For the years ended December 31, 2021 2022 Balance at the beginning of year 11,575 12,114 Investments made/transferred from prepayments 4,502 3,500 Transfer to short-term investments — (1,510) Impairment (4,038) (10,805) Exchange differences 75 (329) Balance at the end of year 12,114 2,970 |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts receivable, net | |
Summary of accounts receivable | As of December 31, 2021 2022 Accounts receivable, gross (Note) 210,047 101,771 Less: allowance for credit losses (Note 2(j)) (22,786) (37,215) Accounts receivable, net 187,261 64,556 |
Other assets (Tables)
Other assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other assets | |
Schedule of other assets | As of December 31, 2021 2022 Current Deposits 2,609 1,928 Prepayments 7,520 2,917 Loans and interest receivable, net (Notes 2(j), 10(i)) 12,295 726 Bank interest receivable 7 37 VAT recoverable 1,275 1,411 Others 1,251 1,028 24,957 8,047 Non-current Rental deposits 302 522 Loans receivable, net (Notes 2(j), 10(i)) — 6,073 Prepayment 1,361 1,034 1,663 7,629 Note: (i) As of December 31, 2021, the loans were granted to certain equity investees of the Group at an interest rate of at 6% per annum. The loan receivables together with the related interest receivables were unsecured and due on demand or within one year from the end of the reporting period. As of December 31, 2022, the loans were granted one equity investee of the Group at an interest rate of 6% per annum. The loan receivables together with the related interest receivables were unsecured and expected to be recovered beyond one year from the end of the reporting period. |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and equipment, net | |
Schedule of property and equipment | As of December 31, 2021 2022 Cost: Office equipment 5,035 5,065 Leasehold improvements 2,542 2,585 Furniture and fixtures 1,327 1,494 Motor vehicles 13 13 Total cost 8,917 9,157 Less: Accumulated depreciation (6,918) (7,512) Less: Accumulated impairment losses (Note 2(r)) — (1,206) Exchange differences (68) (198) Property and equipment, net 1,931 241 |
Schedule of depreciation expense recognized | For the years ended December 31, 2020 2021 2022 Cost of revenues 3 7 11 Research and development expenses 80 152 220 Sales and marketing expenses 96 171 219 General and administrative expenses 202 318 392 Total 381 648 842 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible assets, net | |
Schedule of intangible assets | As of December 31, 2021 2022 Cost: Computer software 23,673 23,802 Developed technologies 117 117 Customer relationship 2,135 2,135 Brand name 1,162 1,162 Contract backlog 610 585 Advertising contract 53,287 53,287 Total cost 80,984 81,088 Less: Accumulated amortization (27,336) (30,326) Less: Accumulated impairment losses (Note 2(r)) — (49,778) Exchange differences 65 7 Intangible assets, net 53,713 991 |
Schedule of amortization expense recognized | For the years ended December 31, 2020 2021 2022 Cost of revenues 4,187 3,070 2,783 Sales and marketing expenses — 12 22 General and administrative expenses 2 156 185 4,189 3,238 2,990 |
Schedule of estimated aggregate amortization expense | The estimated aggregate amortization expense for each of the next three years as of December 31, 2022 is: Amortization expense of intangible assets 2023 563 2024 425 2025 3 991 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill. | |
Schedule of movements on goodwill | Marketing Enterprise Solutions Solutions Total Balance as of January 1, 2021 53,024 21,395 74,419 Goodwill arising from acquisitions during the year (Notes 4(c) and (d)) — 5,905 5,905 Exchange differences — 1,350 1,350 Balance as of December 31, 2021 53,024 28,650 81,674 Impairment (Note 2(q)) (53,024) (27,113) (80,137) Exchange differences — (1,537) (1,537) Balance as of December 31, 2022 — — — |
Lease accounting (Tables)
Lease accounting (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Lease accounting | |
Schedule of maturity of operating lease liabilities | The right-of-use assets of the Group, net of accumulated amortization and impairment, amounted to US$3,834 and US$1,292 as of December 31, 2021 and 2022, respectively. The following table presents the maturity of the Group’s operating lease liabilities as of December 31, 2022. 2023 2,338 2024 1,099 2025 325 Total operating lease payments (undiscounted) 3,762 Less: Imputed interest (231) Total operating lease liabilities (discounted) 3,531 |
Schedule of lease cost | For the years ended December 31, 2020 2021 2022 Relating to the operating lease liabilities 2,155 2,862 2,835 Relating to short-term leases 912 1,518 894 3,067 4,380 3,729 |
Schedule of supplemental cash flow information related to operating leases | For the years ended December 31, 2020 2021 2022 Cash paid for the rentals included in the lease liabilities 2,173 2,781 2,776 Right-of-use assets obtained in exchange for operating lease liabilities 2,710 3,163 2,988 |
Deferred revenue (Tables)
Deferred revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred revenue | |
Schedule of deferred revenue | As of December 31, 2021 2022 Deferred revenue, current 22,802 16,975 |
Schedule of changes in deferred revenue balance | For the years ended December 31, 2021 2022 Balance at the beginning of year 28,199 22,802 Additions to deferred revenue 135,292 72,300 Recognition of deferred revenue as revenues (141,156) (77,887) Exchange differences 467 (240) Balance at the end of year 22,802 16,975 |
Accrued liabilities and other_2
Accrued liabilities and other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued liabilities and other liabilities | |
Schedule of accrued liabilities and other liabilities | As of December 31, 2021 2022 Current Rebates payable to customers 733 677 VAT and other taxes payable 5,014 8,597 Security deposit received from customers 418 822 Accrued employee benefits 10,548 10,567 Accrued professional fees 5,076 4,048 Accrued marketing and hosting expenses 1,326 1,257 Contingent consideration payable (Note 4(b)) 4,507 — Consideration payable (Note 4(b)) — 3,458 Advance from a former non-controlling interest shareholder (Note) 475 500 Others 1,638 613 29,735 30,539 Non-current Deferred other income 459 368 Consideration payable (Note 4(b)) — 1,703 459 2,071 |
Bank borrowings (Tables)
Bank borrowings (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Bank borrowings | |
Schedule of bank borrowings | As of December 31, 2021 2022 1-year revolving loans denominated in RMB at interest rates of 5.22% (2021: 5.22%) per annum 31,912 18,411 Half-year revolving loans denominated in RMB at interest rates ranging from 3.00% to 5.00% (2021: 3.00% to 6.25%) per annum 26,691 15,896 Revolving service trade loans denominated in HK$ at interest rates ranging from 8.6% to 8.64% (2021: 4.35% to 4.43%) per annum 84 4 3-month revolving loan denominated in RMB at an interest rate of 3.00% (2021: 3.00%) per annum 9,917 7,876 1-year term loans denominated in RMB at interest rates ranging from 3.65% to 4% (2021: 3.85% to 4.50%) per annum 6,926 2,096 75,530 44,283 |
Convertible notes at fair val_2
Convertible notes at fair value (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Convertible notes at fair value | |
Schedule of issuance of convertible notes | Coupon Principal amounts rate Convertible notes Issue date Maturity date US$ % 2018 Notes September 12, 2018 September 12, 2023 30,000 0 November 2019 Notes November 11, 2019 November 11, 2022 20,000 5 December 2019 Notes December 16, 2019 December 16, 2022 10,000 5 January 2020 Notes January 23, 2020 September 12, 2023 3,450 0 July 2020 Notes July 30, 2020 September 12, 2023 13,100 0 |
Schedule of movement of transactions of convertible notes | The movement of transactions of these convertible notes during the year ended December 31, 2020 is shown in the table below. 2018 2019 2020 Notes Notes Notes Total Balance as of January 1, 2020 19,182 29,826 — 49,008 Years ended December 31, 2020 Fair value changes 3,644 445 344 4,433 New issuance — — 19,184 19,184 Issuance of convertible notes upon exercise of call option (Note (v)) — — 11,466 11,466 Conversion of convertible notes (Note (iii)) (7,630) (30,271) (30,994) (68,895) Redemption of convertible notes (Note (iv)) (15,196) — — (15,196) Balance as of December 31, 2020 — — — — |
Schedule of details of conversion of convertible notes | (iii) Details of the conversion of convertible notes for the year ended December 31, 2020 are as follows. Fair value of converted Conversion convertible Principal Number of price per notes as of the amount ADSs ADS conversion Convertible notes Conversion date converted converted US$ date For the year ended December 31, 2020 2018 Notes June 30, 2020 1,000 24,805 40.31 1,551 2018 Notes July 24, 2020 1,000 23,655 42.28 1,752 2018 Notes August 11, 2020 2,000 53,660 37.27 4,327 November 2019 Notes February 18, 2020 20,000 512,821 39.00 20,282 December 2019 Notes February 18, 2020 10,000 256,410 39.00 9,989 January 2020 Notes February 3, 2020 3,450 108,887 31.68 4,346 July 2020 Notes July 30, 2020 13,100 385,169 34.01 26,648 50,550 1,365,407 68,895 |
Schedule of redeemed convertible notes | (iv) The Company has redeemed the 2018 Notes on the following dates during the year ended December 31, 2020: Redemption date Principal amount Consideration paid for redemption February 3, 2020 6,900 8,004 March 31, 2020 6,200 7,192 13,100 15,196 |
Schedule of fair value of the notes determined using monte carlo simulation with key assumptions | (vi) The fair values of the 2018 Notes, January 2020 Notes and July 2020 Notes as of the dates of conversion and the end of reporting periods were determined using Monte Carlo simulation, with key assumptions summarized in the below table. The volatility was based on the implied historical volatility of certain comparable companies. The risk-free interest rate is equal to the yield, as of the respective measurement dates, of the zero-coupon U.S. Treasury bill that commensurate with the remaining period until the maturity of the convertible notes. Measurement date Volatility Risk-free rate % % 2018 Notes February 3, 2020 42.09 1.37 March 31, 2020 45.38 0.45 June 30, 2020 51.24 0.24 July 24, 2020 49.26 0.23 August 11, 2020 49.75 0.23 January 2020 Notes February 3, 2020 42.09 1.37 July 2020 Notes July 30, 2020 49.45 0.19 |
Schedule of convertible notes fair value assumptions bond yield | Measurement date Volatility Risk-free rate Bond yield % % % November 2019 Notes February 18, 2020 44.02 1.40 10.67 December 2019 Notes February 18, 2020 43.61 1.40 10.67 |
Repurchase of shares (Tables)
Repurchase of shares (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Repurchase of shares | |
Schedule of the shares repurchased | Maximum value of ordinary shares or ADSs of Repurchase program the Company to repurchase Effective period January 2020 Share Repurchase Program 10,000 Period from December 30, 2019 to December 29, 2020 December 2020 Share Repurchase Program 25,000 Period from December 30, 2020 to December 31, 2021 December 2021 Share Repurchase Program 20,000 Year ended December 31, 2022 December 2022 Share Repurchase Program 5,000 Year ending December 31, 2023 Total number of ADSs purchased as part of the Average publicly price paid Period announced plan per ADS January 2020 Share Repurchase Program - For the year ended December 31, 2020 76,808 70.892 December 2020 Share Repurchase Program - For the year ended December 31, 2020 2,760 83.686 - For the year ended December 31, 2021 120,992 88.324 December 2021 Share Repurchase Program - For the year ended December 31, 2022 731,881 10.349 |
Share-based compensation (Table
Share-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based compensation | |
Schedule of share option activities | Weighted Weighted Weighted average Number of average average remaining Aggregate share exercise grant date contractual intrinsic options price fair value life value US$ US$ years US$’000 At January 1, 2020 667,867 8.16 N/A 5.27 1,807 Exercised (235,765) 3.75 N/A N/A N/A At December 31, 2020 432,102 10.56 N/A 4.28 4,578 Vested and expected to vest at December 31, 2020 430,569 5.10 14.51 5.09 5,215 Exercisable to vest at December 31, 2020 431,245 5.13 14.50 5.09 5,213 At January 1, 2021 432,102 10.56 N/A 4.28 4,578 Exercised (117,788) 5.61 N/A N/A N/A At December 31, 2021 314,314 12.41 N/A 3.31 1,601 Vested and expected to vest at December 31, 2021 312,876 4.90 15.25 3.73 1,601 Exercisable to vest at December 31, 2021 314,204 4.95 15.23 3.73 1,601 At January 1, 2022 314,314 12.41 N/A 3.31 1,601 Exercised (25,341) 2.69 N/A N/A N/A Forfeited (14,143) 19.95 N/A N/A N/A At December 31, 2022 274,830 12.92 N/A 2.69 17 Vested and expected to vest at December 31, 2022 273,392 4.33 15.37 2.69 17 Exercisable to vest at December 31, 2022 274,720 4.39 15.35 2.69 17 |
Schedule of RSUs activity | Weighted average Number of grant date RSUs fair value At January 1, 2020 463,546 5.52 Granted (with a vesting period of 0 to 4 years) 1,180,295 7.83 Vested (962,606) 6.55 Forfeited/expired (Note (ii)) (46,730) 7.26 At December 31, 2020 634,505 8.11 Expected to vest at December 31, 2020 620,245 8.83 At January 1, 2021 634,505 8.11 Granted (with a vesting period of 0 to 4 years) 716,265 15.73 Vested (1,049,007) 11.32 Forfeited/expired (Note (ii)) (74,186) 12.73 At December 31, 2021 227,577 17.65 Expected to vest at December 31, 2021 209,878 19.07 At January 1, 2022 227,577 17.65 Granted (with a vesting period of 0 to 4 years) 301,850 5.62 Vested (414,314) 8.78 Forfeited/expired (Note (ii)) (4,650) 12.53 At December 31, 2022 110,463 18.26 Expected to vest at December 31, 2022 92,900 17.91 All share-based payments to employees are measured based on their grant-date fair values. Compensation expense is recognized based on the vesting schedule over the requisite service period. Total fair values and intrinsic value of RSUs vested and recognized as expenses for the years ended December 31, 2020, 2021 and 2022 were US$ 6,142 , US$ 11,965 and US$ 3,794 respectively. (iii) During the years ended December 31, 2019 and 2020, the Company has granted RSUs which are subject to certain market conditions based on achievement of stock prices of the Company. The Company determines the fair value of these RSUs as of the date of grant or modification using the Monte Carlo simulation model which utilizes multiple input variables to determine the stock-based compensation expense with the following assumptions: historical volatility ranging from 37.36% to 62.89% , 0% dividend yield, and risk-free interest rates ranging from 0.1%% to 1.67% . The historical volatility was based on the average volatility of the comparable companies for the most recent 1-year period as of the date of grant or modification. The stock price projection for the Company assumes a 0% dividend yield. This is mathematically equivalent to reinvesting dividends in the issuing entity over the performance period. The risk-free interest rate is equal to the yield, as of the measurement date, of the zero-coupon U.S. Treasury bill that is commensurate with the remaining performance measurement period. |
Schedule of assumptions used in estimation of fair value of warrants granted | Volatility 42.1 % Risk-free interest rate 1.6 % Expected dividend yield 0.0 % Expected warrant life 3.0 years Expected forfeiture rate 0.0 % |
Schedule of compensation costs recognized | For the years ended December 31, 2020 2021 2022 Cost of revenues 5 12 18 Research and development 92 221 337 Sales and marketing 2,707 9,991 1,743 General and administrative 3,445 3,275 1,696 Total 6,249 13,499 3,794 |
Other gains_(losses), net (Tabl
Other gains/(losses), net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other gains/(losses), net | |
Schedule of other gains/(losses), net | For the years ended December 31, 2020 2021 2022 Net exchange (loss)/gain (421) 622 (3,183) Forfeiture of advances from customers (Note (i)) 1,245 1,654 1,552 Government subsidy income (Note (ii)) 3,063 3,281 4,458 ADR reimbursement from depositary bank 251 410 (169) Fair value gains/(losses) on short-term investments 1,404 (316) (2,368) Impairment on long-term investments — (4,038) (10,805) Fair value change in contingent consideration payable (81) 418 (8,396) Others 391 172 (254) Total 5,852 2,203 (19,165) Note: (i) The forfeited advances from customers are recognized as other gains when the contractual obligation of the Company to provide the agreed services no longer existed legally due to passage of time. (ii) Government subsidy income mainly includes the wage subsidy from the Hong Kong government in 2022 and an additional 10% VAT super-credit subsidy from the PRC government to offset against VAT payable for the period from April 1, 2019 to December 31, 2022. |
Income tax (Tables)
Income tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income tax | |
Schedule of current and deferred portions of income tax expense | For the years ended December 31, 2020 2021 2022 Current income tax expense 2,784 3,445 375 Deferred tax benefits (1,151) (905) (11,557) Income tax expense/(credit) 1,633 2,540 (11,182) |
Schedule of deferred tax assets and liabilities | As of December 31, 2021 2022 Deferred tax assets Tax losses carried forward (Note (i)) 4,410 9,438 Share-based payments 931 720 Temporary difference on deferred income 254 — Less: Valuation allowance (Note (ii)) (4,410) (9,438) 1,185 720 Deferred tax liabilities Acquired intangible assets (12,993) (158) Outside basis difference (Note (iii)) (356) (1,140) Others (29) (28) (13,378) (1,326) Note: (Continued) (i) Tax loss carried forward (Continued) In accordance with PRC Tax Administration Law on the Levying and Collection of Taxes, the PRC tax authorities generally have up to five years to claw back underpaid tax plus penalties and interest for PRC entities’ tax filings. In the case of tax evasion, which is not clearly defined in the law, there is no limitation on the tax years open for investigation. Accordingly, the PRC entities’ tax years from 2018 to 2022 remain subject to examination by the tax authorities. There were no ongoing examinations by tax authorities as of December 31, 2021 and 2022. (ii) Valuation allowance Valuation allowance is provided against deferred tax assets when the Group determines that it is more likely than not that the deferred tax assets will not be utilized in the future. In making such determination, the Group considered factors including future taxable income exclusive of reversing temporary differences and tax loss carryforwards. Valuation allowance was provided for net operating loss carryforwards because it was more likely than not that such deferred tax assets will not be realized based on the Group’s estimate of its future taxable income. If events occur in the future that allow the Group to realize more of its deferred income tax than the presently recorded amounts, an adjustment to the valuation allowances will result in a decrease in tax expense when those events occur. (iii) Outside basis difference The deferred tax liabilities are recorded for the undistributed earnings in the Group’s VIE and its subsidiaries in the PRC of US$1,422 and US$4,558 as of December 31, 2021 and 2022, respectively. |
Schedule of operating tax loss carry forwards expiring years | 2023 167 2024 751 2025 4,854 2026 8,183 2027 21,857 Tax loss with no expiry 11,259 47,071 |
Schedule of movement of valuation allowance | For the years ended December 31, 2020 2021 2022 Beginning balance 5,923 4,365 4,410 Additions 1,144 2,768 6,105 Reversals (Note) (2,702) (2,723) (1,077) Ending balance 4,365 4,410 9,438 |
Schedule of reconciliation between expense of income taxes | For the years ended December 31, 2020 2021 2022 Tax benefit calculated at statutory tax rates (Note i) (3,291) (3,488) (53,491) Effect of differences between statutory tax rates and foreign effective tax rates 4,513 1,746 7,759 Non-taxable other income (627) (348) (249) Non-deductible expenses (Note ii) 3,202 4,783 29,167 Valuation allowance (1,558) 44 5,028 Outside basis difference (Note iii) (400) (186) 783 Additional deduction of research and development expenses (Note iv) (270) (125) (465) Others 64 114 286 Income tax expense/(credit) 1,633 2,540 (11,182) Note: (i) The Group’s major operation was conducted out of the PRC. Accordingly, the Group prepared its tax rate reconciliation starting with the PRC statutory tax rate during the years ended December 31, 2020, 2021 and 2022. (ii) Non-deductible expenses were mainly related to allowance for credit losses, share-based compensation expenses, fair value losses on derivative liabilities, convertible notes, impairment on long-term investments, impairment on goodwill and long-lived assets. (iii) Outside basis difference is related to undistributed earnings in the Group’s VIE and its subsidiaries in the PRC (Note 23(e)(iii)). (iv) According to a policy promulgated by the State Tax Bureau of the PRC and effective from 2008 onwards, companies engaged in research and development activities are entitled to claim ranging from 150% to 175% of the research and development expenses so incurred in a period as tax deductible expenses in determining its tax assessable profits for that period. Certain PRC subsidiaries of the Company have applied such additional deduction for the year ended December 31, 2022. |
Basic and diluted net loss pe_2
Basic and diluted net loss per share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Basic and diluted net loss per share | |
Summary of basic and diluted net loss per share | For the years ended December 31, 2020 2021 2022 Numerator: Net loss attributable to ordinary shareholders of the Company (12,618) (13,631) (200,875) Numerator for basic and diluted net loss per share (12,618) (13,631) (200,875) Denominator: Denominator for basic and diluted net loss per share - weighted average shares outstanding 39,368,436 48,187,235 50,420,225 Basic net loss per share (0.32) (0.28) (3.98) Diluted net loss per share (0.32) (0.28) (3.98) |
Computation of diluted net loss per ordinary share | As of December 31, 2020 2021 2022 Share options, RSUs and warrants – weighted average (thousands) 2,998 2,613 385 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segments | |
summary of the Group's breakdown of net revenues by type of goods or services and operating segment results | For the years ended December 31, 2020 2021 2022 Net revenues: Marketing Solutions - Sales agent 5,834 4,195 2,549 - Cost-plus 26,738 26,062 8,909 - Specified actions 193,280 212,353 94,498 225,852 242,610 105,956 Enterprise Solutions - SaaS products and services 28,893 65,092 63,124 254,745 307,702 169,080 Cost of revenues: Marketing Solutions - Specified actions (172,917) (194,912) (138,140) Enterprise Solutions - SaaS products and services (8,565) (23,637) (35,072) (181,482) (218,549) (173,212) Gross profit/(loss): Marketing Solutions - Sales agent 5,834 4,195 2,549 - Cost-plus 26,738 26,062 8,909 - Specified actions 20,363 17,441 (43,642) 52,935 47,698 (32,184) Enterprise Solutions - SaaS products and services 20,328 41,455 28,052 73,263 89,153 (4,132) |
Summary of revenue generated for the respective countries | For the years ended December 31, 2020 2021 2022 PRC 214,444 254,874 140,211 Hong Kong 40,197 52,599 28,661 Others 104 229 208 254,745 307,702 169,080 |
Summary of long-lived assets | As of December 31, 2021 2022 PRC 1,230 — Hong Kong 701 241 1,931 241 |
Organization and principal ac_3
Organization and principal activities - Subsidiaries and Consolidated VIE's (Details) | 12 Months Ended | ||||
Dec. 31, 2022 | Aug. 31, 2022 | Dec. 31, 2020 | Sep. 30, 2020 | May 31, 2019 | |
Zhiyunzhong (Shanghai) Technology Co., Ltd. ("Shanghai OptAim") | |||||
Ownership: | |||||
VIE direct or indirect ownership (as a percent) | 100% | ||||
Shanghai Myhayo Technology Co., Ltd. ("Myhayo") | |||||
Ownership: | |||||
VIE direct or indirect ownership (as a percent) | 36.80% | ||||
Anhui Myhayo Technology Co., Ltd. ("Anhui Myhayo") | |||||
Ownership: | |||||
VIE direct or indirect ownership (as a percent) | 36.80% | ||||
Tetris Media Limited | |||||
Ownership: | |||||
Subsidiary direct or indirect ownership (as a percent) | 100% | ||||
iClick Interactive Asia Limited | |||||
Ownership: | |||||
Subsidiary direct or indirect ownership (as a percent) | 100% | ||||
China Search (Asia) Limited | |||||
Ownership: | |||||
Subsidiary direct or indirect ownership (as a percent) | 100% | ||||
iClick Interactive (Singapore) Pte. Ltd. | |||||
Ownership: | |||||
Subsidiary direct or indirect ownership (as a percent) | 100% | ||||
iClick Data Technology (Beijing) Limited ("Beijing WFOE") | |||||
Ownership: | |||||
Subsidiary direct or indirect ownership (as a percent) | 100% | ||||
Search Asia Technology (Shenzhen) Co., Ltd. | |||||
Ownership: | |||||
Subsidiary direct or indirect ownership (as a percent) | 100% | ||||
Performance Media Group Limited | |||||
Ownership: | |||||
Subsidiary direct or indirect ownership (as a percent) | 100% | ||||
CMRS Digital Solutions Limited | |||||
Ownership: | |||||
Subsidiary direct or indirect ownership (as a percent) | 100% | ||||
Beyond Digital Solutions Limited | |||||
Ownership: | |||||
Subsidiary direct or indirect ownership (as a percent) | 100% | ||||
CruiSo Digital Solutions Limited | |||||
Ownership: | |||||
Subsidiary direct or indirect ownership (as a percent) | 100% | ||||
Tetris Information Technology (Shanghai) Co., Ltd. | |||||
Ownership: | |||||
Subsidiary direct or indirect ownership (as a percent) | 100% | ||||
OptAim (Beijing) Information Technology Co., Ltd. ("OptAim WFOE") | |||||
Ownership: | |||||
Subsidiary direct or indirect ownership (as a percent) | 100% | ||||
VIE direct or indirect ownership (as a percent) | 100% | ||||
Anhui Zhiyunzhong Information Technology Co., Ltd. ("OptAim Anhui") | |||||
Ownership: | |||||
Subsidiary direct or indirect ownership (as a percent) | 100% | ||||
Tetris (Shanghai) Data Technology Co., Ltd. | |||||
Ownership: | |||||
Subsidiary direct or indirect ownership (as a percent) | 100% | ||||
Changyi (Shanghai) Information Technology Ltd. ("Changyi") | |||||
Ownership: | |||||
Subsidiary direct or indirect ownership (as a percent) | 100% | 100% | 59.84% | 52.62% | 41.46% |
Xi'an Changzhan Information Technology Ltd. ("Xian Changyi") | |||||
Ownership: | |||||
Subsidiary direct or indirect ownership (as a percent) | 100% | ||||
Optimal Power Limited | |||||
Ownership: | |||||
Subsidiary direct or indirect ownership (as a percent) | 100% | 100% |
Organization and principal ac_4
Organization and principal activities - Subsidiaries and Consolidated VIE's (Parenthetical) (Details) ¥ in Millions | 1 Months Ended | 12 Months Ended | |||||||||||||
Aug. 31, 2022 USD ($) shares | Dec. 31, 2020 USD ($) | Sep. 30, 2020 USD ($) | Sep. 30, 2020 CNY (¥) | Aug. 31, 2020 USD ($) | Aug. 31, 2019 USD ($) | May 31, 2019 USD ($) | May 31, 2019 CNY (¥) | Dec. 31, 2020 USD ($) shares | Dec. 31, 2019 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 31, 2020 | Jan. 31, 2019 | Nov. 30, 2018 | |
Ownership: | |||||||||||||||
Contribution from non-controlling interests increase in equity | $ 73,000 | ||||||||||||||
Purchase of interests in subsidiaries from non-controlling interest shareholder | $ 7,003,000 | ||||||||||||||
Non-controlling interests | $ 4,359,000 | $ 7,237,000 | |||||||||||||
Changyi (Shanghai) Information Technology Ltd. ("Changyi") | |||||||||||||||
Ownership: | |||||||||||||||
Equity interest, percentage | 34.38% | ||||||||||||||
Total cash as paid-up capital | $ 722,000 | ||||||||||||||
Suzhou Changyi, Xian Changyi, Shanghai Changyu and Anhui Changyi | |||||||||||||||
Ownership: | |||||||||||||||
Equity interest, percentage | 100% | ||||||||||||||
Class A ordinary shares | |||||||||||||||
Ownership: | |||||||||||||||
Purchase of interests in subsidiaries from non-controlling interests, fair market value | $ 1,577,000 | ||||||||||||||
Class A ordinary shares | Changyi (Shanghai) Information Technology Ltd. ("Changyi") | |||||||||||||||
Ownership: | |||||||||||||||
Non-controlling interest transferred to additional paid in capital due to purchase of interest in subsidiary | $ 833,000 | ||||||||||||||
Anhui Myhayo Technology Co., Ltd. ("Anhui Myhayo") | |||||||||||||||
Ownership: | |||||||||||||||
Equity interest acquired | 40% | ||||||||||||||
Contribution from non-controlling interests | $ 2,905,000 | ||||||||||||||
Diluted percentage of equity interest after contribution of non-controlling interest | 36.80% | ||||||||||||||
Contribution from non-controlling interests increase in equity | $ 2,905,000 | ||||||||||||||
Changyi (Shanghai) Information Technology Ltd. ("Changyi") | |||||||||||||||
Ownership: | |||||||||||||||
Equity interest acquired | 40.16% | 7.22% | 7.22% | ||||||||||||
Total cash as paid-up capital | $ 9,477,000 | ¥ 65 | $ 2,217,000 | ¥ 15 | |||||||||||
Non-controlling interest transferred to additional paid in capital due to capital injection | $ 1,716,000 | ||||||||||||||
Purchase of interests in subsidiaries from non-controlling interests, fair market value | 4,176,000 | ||||||||||||||
Non-controlling interest transferred to additional paid in capital due to purchase of interest in subsidiary | $ 1,658 | ||||||||||||||
Non-controlling interests | $ 722,000 | ||||||||||||||
Changyi (Shanghai) Information Technology Ltd. ("Changyi") | Class A ordinary shares | |||||||||||||||
Ownership: | |||||||||||||||
Purchase of interests in subsidiaries from non-controlling interests, shares | shares | 1,545,663 | 313,011 | |||||||||||||
Optimal Power Limited | |||||||||||||||
Ownership: | |||||||||||||||
Equity interest acquired | 20% | 20% | 80% | ||||||||||||
Purchase of interests in subsidiaries from non-controlling interest shareholder | $ 7,003,000 | ||||||||||||||
Increase in additional paid-in capital due to purchase of equity interest | $ 1,137,000 | ||||||||||||||
Reduction in non-controlling interest due to purchase of equity interest | 8,140,000 | ||||||||||||||
Shanghai Myhayo Technology Co., Ltd. ("Myhayo") | |||||||||||||||
Ownership: | |||||||||||||||
Equity interest acquired | 40% | ||||||||||||||
Contribution from non-controlling interests | $ 73,000 | ||||||||||||||
Diluted percentage of equity interest after contribution of non-controlling interest | 36.80% | ||||||||||||||
Contribution from non-controlling interests increase in equity | $ 73,000 | ||||||||||||||
Shanghai Myhayo Technology Co Ltd | Maximum | |||||||||||||||
Ownership: | |||||||||||||||
Equity ownership interest | 50% | ||||||||||||||
Changyi (Shanghai) Information Technology Ltd. ("Changyi") | |||||||||||||||
Ownership: | |||||||||||||||
Equity ownership interest | 100% | 59.84% | 52.62% | 52.62% | 41.46% | 41.46% | 59.84% | 100% | |||||||
Optimal Power Limited | |||||||||||||||
Ownership: | |||||||||||||||
Equity ownership interest | 100% | 100% | 100% |
Organization and principal ac_5
Organization and principal activities - OptAim (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated VIE and VIE's subsidiary | ||
Total assets | $ 221,782 | $ 507,734 |
Total Liabilities | 142,493 | 216,145 |
OptAim VIE | ||
Consolidated VIE and VIE's subsidiary | ||
Total assets | 7,110 | 10,506 |
Total Liabilities | 5,188 | 6,741 |
Registered capital and statutory reserve | $ 2,081 | $ 2,081 |
OptAim VIE | Mr Jian Tang | ||
Consolidated VIE and VIE's subsidiary | ||
VIE direct or indirect ownership (as a percent) | 30% |
Organization and principal ac_6
Organization and principal activities - Share Offerings (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 08, 2020 USD ($) $ / shares shares | Jun. 22, 2020 USD ($) shares | Dec. 31, 2020 USD ($) shares | |
Initial Public Offering | |||
Net proceeds from issuance of ordinary shares upon share offerings | $ | $ 71,917 | ||
Ordinary shares | |||
Initial Public Offering | |||
Issuance of ordinary shares upon share offerings (in shares) | 5,546,007 | ||
Class A ordinary shares | |||
Initial Public Offering | |||
Shares issued and sold (in shares) | 3,438,607 | ||
Class A ordinary shares | Ordinary shares | |||
Initial Public Offering | |||
Issuance of ordinary shares upon share offerings (in shares) | 2,107,400 | ||
Follow-on offering costs | $ | $ 3,469 | ||
Net proceeds from issuance of ordinary shares upon share offerings | $ | $ 18,531 | ||
Class A ordinary shares | Selling Shareholder | |||
Initial Public Offering | |||
Shares issued and sold (in shares) | 811,394 | ||
Class A ordinary shares | Follow-on Offering | |||
Initial Public Offering | |||
Shares issued and sold (in shares) | 4,250,001 | ||
American Depositary Shares | |||
Initial Public Offering | |||
Shares issued and sold (in shares) | 6,877,214 | ||
Offering price per share | $ / shares | $ 8.50 | ||
American Depositary Shares | Selling Shareholder | |||
Initial Public Offering | |||
Shares issued and sold (in shares) | 1,622,787 | ||
American Depositary Shares | Follow-on Offering | |||
Initial Public Offering | |||
Follow-on offering costs | $ | $ 5,070 | ||
Shares issued and sold (in shares) | 8,500,001 | ||
Number of common shares for each ADS | 0.5 | ||
Net proceeds from issuance of ordinary shares upon IPO | $ | $ 53,386 |
Organization and principal ac_7
Organization and principal activities - Baozun Inc (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Initial Public Offering | ||||
Net proceeds from issuance of ordinary shares upon subscription from Baozun Inc. | $ 17,010 | |||
Ordinary shares | ||||
Initial Public Offering | ||||
Issuance of ordinary shares upon share offerings (in shares) | 5,546,007 | |||
Class B ordinary shares | Ordinary shares | Share subscription agreement | ||||
Initial Public Offering | ||||
Issuance of ordinary shares upon share offerings (in shares) | 649,349 | |||
Offering price per share | $ 26.52 | |||
Fair value, per share | $ 28.88 | |||
Discount on shares | $ 1,530 | |||
Baozun Inc | Class B ordinary shares | Ordinary shares | Share subscription agreement | ||||
Initial Public Offering | ||||
Issuance of ordinary shares upon share offerings (in shares) | 649,349 | |||
Incremental cost on share offering | $ 213 | |||
Net proceeds from issuance of ordinary shares upon subscription from Baozun Inc. | $ 17,010 | |||
Offering price per share | $ 26.52 | |||
Fair value, per share | $ 28.88 | |||
Discount on shares | $ 1,530 |
Principal accounting policies -
Principal accounting policies - Fair value of financial instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Principal accounting policies | |||
Impairments of investment in an equity | $ 0 | $ 0 | $ 0 |
Principal accounting policies_3
Principal accounting policies - Current expected credit losses upon adoption of ASC 326 (Details) - USD ($) $ in Thousands | Jan. 01, 2020 | Dec. 31, 2022 | Dec. 31, 2021 |
Principal accounting policies | |||
Credit loss provision for accounts receivable and loans and interest receivable | $ 41,258 | $ 23,075 | |
Provision for credit losses in respect of individually assessed receivables | $ 20,233 | $ 13,243 | |
ASU No. 2016-13 | |||
Principal accounting policies | |||
Cumulative effect of adoption of new accounting standard | $ 3,972 |
Principal accounting policies_4
Principal accounting policies - Schedule of movement in allowance for credit losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Principal accounting policies | |||
Balance at the beginning of year | $ 22,786 | ||
Provision for the year | 18,542 | $ 12,424 | $ 6,587 |
Balance at the end of year | 37,215 | 22,786 | |
Accounts receivable | |||
Principal accounting policies | |||
Balance at the beginning of year | 22,786 | 11,749 | |
Exchange differences | (2,135) | 282 | |
Balance at the end of year | 37,215 | 22,786 | $ 11,749 |
Loans and interest receivable | |||
Principal accounting policies | |||
Balance at the beginning of year | 289 | ||
Exchange differences | 93 | ||
Balance at the end of year | 4,043 | 289 | |
Cumulative effect, period of adoption, adjustment | Accounts receivable | ASU No. 2016-13 | |||
Principal accounting policies | |||
Provision for the year | 18,542 | 12,424 | |
Cumulative effect, period of adoption, adjustment | Loans and interest receivable | ASU No. 2016-13 | |||
Principal accounting policies | |||
Provision for the year | 3,661 | 289 | |
Cumulative effect, period of adoption, adjusted balance | Accounts receivable | |||
Principal accounting policies | |||
Accounts receivable written off | $ (1,978) | $ (1,669) |
Principal accounting policies_5
Principal accounting policies - Short-term investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Principal accounting policies | ||||
Short-term investments | $ 7,011 | $ 7,771 | ||
Other long-term investments | 5,970 | 12,114 | ||
Debt investment | $ 49,008 | |||
Impairment charges for investments without readily determinable fair value | 10,805 | 4,038 | ||
Total fair values | 3,000 | |||
Available-for-sale debt investment | ||||
Principal accounting policies | ||||
Total fair values | 3,000 | 2,550 | ||
Fair value losses on debt investments | 2,550 | 0 | ||
Fund investments | ||||
Principal accounting policies | ||||
Short-term investments | 3,665 | 3,647 | ||
Fund investments | Other gains, net | ||||
Principal accounting policies | ||||
Interest income from short-term investment | 17 | 452 | $ 187 | |
Listed equity securities | ||||
Principal accounting policies | ||||
Short-term investments | 1,609 | |||
Listed equity securities | Other gains, net | ||||
Principal accounting policies | ||||
Interest income from short-term investment | 100 | 127 | 1,157 | |
Wealth management products | ||||
Principal accounting policies | ||||
Short-term investments | 1,737 | 1,574 | ||
Wealth management products | Other gains, net | ||||
Principal accounting policies | ||||
Interest income from short-term investment | 65 | 9 | $ 52 | |
Available-for-sale debt investment | ||||
Principal accounting policies | ||||
Short-term investments | 2,550 | |||
Other long-term investments | 3,000 | |||
Equity investments | ||||
Principal accounting policies | ||||
Other long-term investments | $ 2,970 | $ 12,114 |
Principal accounting policies_6
Principal accounting policies - Investments in an equity investee (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Principal accounting policies | |||
Impairment loss on equity method investments | $ 0 | $ 0 | $ 0 |
Principal accounting policies_7
Principal accounting policies - Other long-term investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Principal accounting policies | |||
Impairment losses recognized | $ 10,805 | $ 4,038 | $ 0 |
Principal accounting policies_8
Principal accounting policies - Property and equipment, net (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Leasehold improvements | |
Principal accounting policies | |
Estimated useful life | Over the shorter of lease term or 2 – 5 years |
Furniture and fixtures | Minimum | |
Principal accounting policies | |
Estimated useful life (in years) | 2 years |
Furniture and fixtures | Maximum | |
Principal accounting policies | |
Estimated useful life (in years) | 5 years |
Office equipment | Minimum | |
Principal accounting policies | |
Estimated useful life (in years) | 3 years |
Office equipment | Maximum | |
Principal accounting policies | |
Estimated useful life (in years) | 5 years |
Motor vehicles | Minimum | |
Principal accounting policies | |
Estimated useful life (in years) | 3 years |
Motor vehicles | Maximum | |
Principal accounting policies | |
Estimated useful life (in years) | 5 years |
Principal accounting policies_9
Principal accounting policies - Intangible assets, net (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer software and systems | Minimum | |
Principal accounting policies | |
Useful life (in years) | 2 years |
Computer software and systems | Maximum | |
Principal accounting policies | |
Useful life (in years) | 5 years |
Developed technologies | |
Principal accounting policies | |
Useful life (in years) | 5 years |
Customer relationship | Minimum | |
Principal accounting policies | |
Useful life (in years) | 4 years |
Customer relationship | Maximum | |
Principal accounting policies | |
Useful life (in years) | 5 years |
Brand name | |
Principal accounting policies | |
Useful life (in years) | 4 years |
Contract backlog | |
Principal accounting policies | |
Useful life (in years) | 3 years |
Advertising contract | |
Principal accounting policies | |
Useful life (in years) | 30 years |
Principal accounting policie_10
Principal accounting policies - Impairment of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Principal accounting policies | ||
Impairment of goodwill | $ 80,137 | |
Marketing solutions | ||
Principal accounting policies | ||
Percentage of fair value of reporting unit in excess of carrying value | 41% | |
Impairment of goodwill | 53,024 | |
Enterprise solutions | ||
Principal accounting policies | ||
Percentage of fair value of reporting unit in excess of carrying value | 113% | |
Impairment of goodwill | $ 27,113 |
Principal accounting policie_11
Principal accounting policies - Derivative financial instrument (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Principal accounting policies | |||
Fair value losses recognized | $ 11,466 | ||
Derivative financial instrument | 0 | 0 |
Principal accounting policie_12
Principal accounting policies - Revenue recognition and cost of revenues - Disaggregation by pricing models (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Principal accounting policies | |||
Net revenues | $ 169,080 | $ 307,702 | $ 254,745 |
Recognized over time | |||
Principal accounting policies | |||
Net revenues | 73,665 | 88,013 | 61,117 |
Recognized over time | Sales agent | |||
Principal accounting policies | |||
Net revenues | 2,549 | 4,195 | 5,834 |
Recognized over time | Cost-plus | |||
Principal accounting policies | |||
Net revenues | 8,909 | 26,062 | 26,738 |
Recognized over time | SaaS Products and Services | |||
Principal accounting policies | |||
Net revenues | 62,207 | 57,756 | 28,545 |
Recognized at point in time | |||
Principal accounting policies | |||
Net revenues | 95,415 | 219,689 | 193,628 |
Recognized at point in time | SaaS Products and Services | |||
Principal accounting policies | |||
Net revenues | 917 | 7,336 | 348 |
Recognized at point in time | Specified actions | |||
Principal accounting policies | |||
Net revenues | $ 94,498 | $ 212,353 | $ 193,280 |
Principal accounting policie_13
Principal accounting policies - Revenue recognition and cost of revenues - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Principal accounting policies | |||
Revenue from sales agents and cost-plus arrangements | $ 11,458 | $ 30,257 | $ 32,572 |
Other revenue | 157,622 | 277,445 | $ 222,173 |
Convertible notes | $ 0 | $ 0 |
Principal accounting policie_14
Principal accounting policies - Revenue recognition and cost of revenues - SaaS products and services (Details) - SaaS Products and Services | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Principal accounting policies | |
Contracts with customers term | 1 month |
Maximum | |
Principal accounting policies | |
Contracts with customers term | 24 months |
Principal accounting policie_15
Principal accounting policies - Revenue recognition and cost of revenues - Contract balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Principal accounting policies | ||
Revenue recognized relating to deferred revenue as of January 1 | $ 13,108 | $ 18,795 |
Principal accounting policie_16
Principal accounting policies - Revenue recognition and cost of revenues - Practical expedients (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Principal accounting policies | |
Practical expedients of transaction price allocated to the performance obligation | true |
Practical expedients of payment terms and conditions vary by contract type | false |
Practical expedients for general expenses sales commission incurred of amortization period | false |
Principal accounting policie_17
Principal accounting policies - Research and development expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Principal accounting policies | ||
Capitalized development costs related to ERP software as intangible assets | $ 111 | $ 156 |
Principal accounting policie_18
Principal accounting policies - Sales and marketing expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Principal accounting policies | |||
Advertising expenses | $ 6,769 | $ 10,458 | $ 8,658 |
Principal accounting policie_19
Principal accounting policies - Uncertain tax positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Principal accounting policies | |||
Interest and penalties associated with uncertain tax positions | $ 0 | $ 0 | $ 0 |
Uncertain tax positions | $ 0 | $ 0 |
Principal accounting policie_20
Principal accounting policies - Statutory reserves (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Principal accounting policies | |
Percentage of after tax net income transferred to statutory general reserve | 10% |
Limit of statutory reserve fund as a percentage of registered capital, after which allocations to statutory reserve fund are no longer required | 50% |
Principal accounting policie_21
Principal accounting policies - Dividends (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Principal accounting policies | |||
Dividends declared | $ 0 | $ 0 | $ 0 |
Principal accounting policie_22
Principal accounting policies - Segment reporting (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Principal accounting policies | |
Number of reportable segments | 2 |
Principal accounting policie_23
Principal accounting policies - Impairment of long lived assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Impaired Long-Lived Assets Held and Used [Line Items] | |
Impairment of long-lived assets | $ 53,349 |
Impairment of intangible assets (other than goodwill) | 49,778 |
Impairment of property and equipment | 1,206 |
Impairment of right-of-use assets | 2,365 |
Impairments of assets | 53,349 |
Cost of revenues | |
Impaired Long-Lived Assets Held and Used [Line Items] | |
Impairments of assets | 48,946 |
Operating expenses | |
Impaired Long-Lived Assets Held and Used [Line Items] | |
Impairments of assets | $ 4,403 |
Certain risks and concentrati_3
Certain risks and concentration - Schedule of Financial Data for VIEs on Aggregated Basis Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | |||
Cash and cash equivalents | $ 82,754 | $ 41,443 | $ 52,232 |
Accounts receivable, net | 64,556 | 187,261 | |
Prepaid media costs | 16,494 | 36,709 | |
Amount due from an equity investee | 312 | 276 | |
Other current assets | 8,047 | 24,957 | |
Property and equipment, net | 241 | 1,931 | |
Intangible assets | 991 | 53,713 | |
Right-of-use assets, net | 1,292 | 3,834 | |
Short-term investments | 7,011 | 7,771 | |
Other long-term investments | 5,970 | 12,114 | |
Other non-current assets | 7,629 | 1,663 | |
Total assets | 221,782 | 507,734 | |
Liabilities | |||
Accounts payable | 41,728 | 66,587 | |
Deferred revenue | 16,975 | 22,802 | $ 28,199 |
Lease liabilities | 3,531 | ||
Bank borrowings | 44,283 | 75,530 | |
Income tax payable | 2,040 | 4,050 | |
Accrued liabilities and other current liabilities | 30,539 | 29,735 | |
Deferred tax liabilities | 1,326 | 13,378 | |
Total liabilities | 142,493 | 216,145 | |
VIE | |||
Assets | |||
Cash and cash equivalents | 1,497 | 2,681 | |
Accounts receivable, net | 2,625 | 3,586 | |
Prepaid media costs | 99 | 1,151 | |
Amount due from an equity investee | 8,374 | 5,879 | |
Other current assets | 1,142 | 1,266 | |
Property and equipment, net | 65 | ||
Intangible assets | 140 | ||
Right-of-use assets, net | 384 | ||
Short-term investments | 1,737 | ||
Other long-term investments | 1,233 | ||
Other non-current assets | 10 | ||
Total assets | 15,484 | 16,385 | |
Liabilities | |||
Accounts payable | 2,008 | 2,262 | |
Deferred revenue | 29 | 88 | |
Lease liabilities | 135 | 384 | |
Bank borrowings | 1,590 | 1,889 | |
Income tax payable | 501 | 575 | |
Amounts due to subsidiaries of the Group | 1,060 | 2,120 | |
Accrued liabilities and other current liabilities | 861 | 1,444 | |
Deferred tax liabilities | 64 | 99 | |
Total liabilities | $ 6,248 | $ 8,861 |
Certain risks and concentrati_4
Certain risks and concentration - Schedule of Financial Data for VIEs on Aggregated Basis Statement of Loss and Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Financial Information: | |||
Net revenues | $ 169,080 | $ 307,702 | $ 254,745 |
Net loss | (200,875) | (13,631) | (12,618) |
Net cash (used in)/provided by operating activities | 71,104 | (19,673) | (19,633) |
Net cash used in investing activities | (3,977) | (22,390) | (27,693) |
Net cash provided by financing activities | (37,289) | 24,743 | 79,983 |
VIE | |||
Financial Information: | |||
Net revenues | 22,063 | 23,865 | 22,102 |
Net loss | (1,367) | (900) | (1,755) |
Net cash (used in)/provided by operating activities | (974) | (1,681) | 31 |
Net cash used in investing activities | (14) | (29) | |
Net cash provided by financing activities | (90) | 2,195 | 457 |
VIE | Subsidiaries of the Group | |||
Financial Information: | |||
Net revenues | 601 | 1,028 | 4,761 |
Net cash (used in)/provided by operating activities | 153 | 772 | 2,141 |
VIE | Third Parties | |||
Financial Information: | |||
Net revenues | 21,462 | 22,837 | 17,341 |
Net cash (used in)/provided by operating activities | (1,127) | (2,453) | (2,110) |
VIE | Receipts of Advances Group Companies | |||
Financial Information: | |||
Net cash provided by financing activities | 124 | 1,588 | |
VIE | Repayments of Advances from Group Companies | |||
Financial Information: | |||
Net cash provided by financing activities | (554) | ||
VIE | Other Financing Activities | |||
Financial Information: | |||
Net cash provided by financing activities | $ (214) | $ 1,161 | $ 457 |
Certain risks and concentrati_5
Certain risks and concentration - Financial Data for VIEs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Certain risks and concentration | |||
Intercompany online advertising service revenues, Variable Interest Entity | $ 291 | $ 911 | $ 4,761 |
Intercompany marketing service revenues, Variable Interest Entity | 310 | 117 | |
Intercompany online advertising and SaaS service revenues from VIE | 285 | 49 | 996 |
Management fees charged to VIE | $ 0 | $ 0 | $ 0 |
Certain risks and concentrati_6
Certain risks and concentration - Fair value measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair value measurement | ||||
Debt investment | $ 49,008 | |||
Other long-term investments | $ 5,970 | $ 12,114 | ||
Available-for-sale debt investment | ||||
Fair value measurement | ||||
Other long-term investments | 3,000 | |||
Equity investments | ||||
Fair value measurement | ||||
Other long-term investments | 2,970 | 12,114 | ||
Level 3 | ||||
Fair value measurement | ||||
Debt investment | 3,000 | 2,550 | ||
Other long-term investments | 2,970 | 12,114 | $ 8,651 | |
Fair value recurring | ||||
Fair value measurement | ||||
Short-term investments | 1,737 | 1,574 | ||
Debt investment | 1,609 | 2,550 | ||
Other long-term investments | 12,114 | |||
Contingent consideration payable | (4,507) | |||
Financial asset measured using Level 3 input | 9,316 | 11,731 | ||
Fair value recurring | Available-for-sale debt investment | ||||
Fair value measurement | ||||
Other long-term investments | 3,000 | |||
Fair value recurring | Equity investments | ||||
Fair value measurement | ||||
Other long-term investments | 2,970 | |||
Fair value recurring | Level 1 | ||||
Fair value measurement | ||||
Debt investment | 1,609 | |||
Financial asset measured using Level 3 input | 1,609 | |||
Fair value recurring | Level 2 | ||||
Fair value measurement | ||||
Short-term investments | 1,737 | 1,574 | ||
Financial asset measured using Level 3 input | 1,737 | 1,574 | ||
Fair value recurring | Level 3 | ||||
Fair value measurement | ||||
Debt investment | 2,550 | |||
Other long-term investments | 12,114 | |||
Contingent consideration payable | (4,507) | |||
Financial asset measured using Level 3 input | 5,970 | $ 10,157 | ||
Fair value recurring | Level 3 | Available-for-sale debt investment | ||||
Fair value measurement | ||||
Other long-term investments | 3,000 | |||
Fair value recurring | Level 3 | Equity investments | ||||
Fair value measurement | ||||
Other long-term investments | $ 2,970 |
Certain risks and concentrati_7
Certain risks and concentration - Summary of Changes in Level 3 Financial Liabilities for Convertible Notes and Derivative Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair value measurement | |||
Balance at the beginning of year | $ 49,008 | ||
New issuance of convertible notes | 19,184 | ||
Issuance of convertible notes upon exercise of call option | 11,466 | ||
Conversion of convertible notes | (68,895) | ||
Redemption of convertible notes | (15,196) | ||
Fair value changes | (11,466) | ||
Balance at the beginning of year | $ 4,507 | ||
Transfer to accrued liabilities | (4,507) | ||
Balance at the end of year | 0 | $ 4,507 | |
Level 3 | |||
Fair value measurement | |||
Balance at the beginning of year | 2,550 | ||
Balance at the end of year | 3,000 | 2,550 | |
Balance at the beginning of year | $ 4,507 | 7,755 | |
Fair value changes | 418 | ||
Settlement of contingent consideration | (3,666) | ||
Balance at the end of year | $ 4,507 | $ 7,755 |
Certain risks and concentrati_8
Certain risks and concentration - Summary of Changes in Level 3 Financial Assets for Debt Investment-Convertible Note (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair value measurement | |||
Balance at the beginning of year | $ 49,008 | ||
Acquisition | $ 7,742 | $ 10,007 | $ (6,226) |
Impairment | 53,349 | ||
Level 3 | |||
Fair value measurement | |||
Balance at the beginning of year | 2,550 | ||
Acquisition | 3,000 | 2,550 | |
Impairment | (2,550) | ||
Balance at the end of year | $ 3,000 | $ 2,550 |
Certain risks and concentrati_9
Certain risks and concentration - Concentration risk (Details) - customer | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration of revenues | Customer concentration risk | Minimum | |||
Concentration risk | |||
Number of individual customers | 0 | 0 | 0 |
Concentration risk (in percent) | 10% | 10% | 10% |
Accounts receivable | |||
Concentration risk | |||
Maximum term of credit to customers (in days) | 180 days | ||
Accounts receivable | Customer concentration risk | Minimum | |||
Concentration risk | |||
Number of individual customers | 0 | 0 | |
Concentration risk (in percent) | 10% | 10% | |
Accounts receivable | Top Ten Customers | Customer concentration risk | |||
Concentration risk | |||
Number of individual customers | 10 | 10 | |
Concentration risk (in percent) | 59% | 37% |
Certain risks and concentrat_10
Certain risks and concentration - Fair value measurement - Equity securities without readily determinable fair value (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) item | Dec. 31, 2021 USD ($) item | |
Concentration risk | ||
Impairment charges to investments | $ | $ 10,805 | $ 4,038 |
Discount for lack of marketability | 0.20 | 0.20 |
Price-to-sales multiples | 7.6 | |
Fair value of investments in equity securities | item | 1 | 3 |
Minimum | ||
Concentration risk | ||
Price-to-sales multiples | 2.4 | |
Maximum | ||
Concentration risk | ||
Price-to-sales multiples | 6.5 | 6.5 |
Certain risks and concentrat_11
Certain risks and concentration - Summary of Changes In Financial Asset Measured Using Level 3 Input on a Non-recurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair value measurement | ||
Other long term equity investments, Balance at the beginning of year | $ 12,114 | |
Other long term equity investments, Balance at the end of year | 5,970 | $ 12,114 |
Level 3 | ||
Fair value measurement | ||
Other long term equity investments, Balance at the beginning of year | 12,114 | 8,651 |
Other long term equity investments Investments, made/transferred from prepayments | 3,500 | 7,417 |
Other long term equity investments, Transfer to short-term investments - listed equity securities | (1,510) | |
Other long term equity investments, Impairment on investments | (10,805) | (4,038) |
Other long term equity investments, Exchange differences | (329) | 84 |
Other long term equity investments, Balance at the end of year | $ 2,970 | $ 12,114 |
Acquisitions - Optimal - Identi
Acquisitions - Optimal - Identifiable assets acquired and liabilities assumed (Details) ¥ in Thousands, $ in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | |||||
May 31, 2020 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 HKD ($) shares | Dec. 31, 2021 shares | Dec. 31, 2020 | May 31, 2020 CNY (¥) shares | May 31, 2020 USD ($) shares | |
Acquisitions | |||||||
Fair value of cash consideration transferred | $ 12,903 | $ 100 | |||||
Class A ordinary shares | |||||||
Acquisitions | |||||||
Acquisition, No of shares | shares | 43,736,801 | 43,736,801 | 42,865,515 | ||||
Advertising contract | |||||||
Acquisitions | |||||||
Useful life (in years) | 30 years | 30 years | |||||
Optimal | |||||||
Acquisitions | |||||||
Equity interest (as a percent) | 20% | 80% | 80% | ||||
Cash | $ 3,001 | ||||||
Intangible assets | 53,287 | ||||||
Other liabilities | (3,030) | ||||||
Deferred tax liabilities | (13,322) | ||||||
Non-controlling interests | (7,987) | ||||||
Total identifiable net assets acquired | $ 31,949 | ||||||
Optimal | Class A ordinary shares | |||||||
Acquisitions | |||||||
Acquisition, No of shares | shares | 3,589,744 | 3,589,744 | |||||
Fair value of cash consideration transferred | $ 31,949 | ||||||
Optimal | Advertising contract | |||||||
Acquisitions | |||||||
Intangible asset estimated useful life | 30 years | ||||||
Payment obligations on annual license fee | ¥ 30 | $ 5 | |||||
Useful life (in years) | 30 years |
Acquisitions - CMRS Group - Ide
Acquisitions - CMRS Group - Identifiable assets acquired and liabilities assumed (Details) $ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Aug. 31, 2022 USD ($) | Oct. 31, 2020 USD ($) shares | Oct. 31, 2020 HKD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Dec. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Acquisitions | |||||||||
Fair value of cash consideration transferred | $ 12,903 | $ 100,000 | |||||||
Business acquisition contingent consideration | 0 | $ 4,507 | |||||||
Goodwill | 81,674 | $ 74,419 | |||||||
Cash consideration settled | 3,458 | ||||||||
Issuance of ordinary shares upon settlement for contingent consideration payable | $ 2,060 | ||||||||
Amount setlled | $ 722 | ||||||||
Class A ordinary shares | |||||||||
Acquisitions | |||||||||
Acquisition, No of shares | shares | 43,736,801 | 42,865,515 | |||||||
Class A ordinary shares of the Company | $ 1,577 | ||||||||
CMRS Group Holding Limited | |||||||||
Acquisitions | |||||||||
Equity interest (as a percent) | 100% | ||||||||
Fair value of cash consideration transferred | $ 4,335 | $ 33,594 | $ 2,024 | 4,335 | |||||
Business acquisition contingent consideration | 7,674 | ||||||||
Fair value of cash consideration transferred | 14,449 | ||||||||
Cash | 3,651 | ||||||||
Restricted cash | 532 | ||||||||
Accounts receivable | 4,149 | ||||||||
Intangible assets | 2,194 | ||||||||
Other assets | 1,792 | ||||||||
Deferred tax liabilities | (362) | ||||||||
Other liabilities | (6,216) | ||||||||
Total identifiable net assets acquired | 5,740 | ||||||||
Goodwill | $ 8,709 | ||||||||
Cash consideration settled | 959 | ||||||||
Remaining balance of cash consideration settled | $ 3,376 | ||||||||
Business acquisition contingent consideration, percentage | 4.32% | 4.32% | |||||||
Issuance of ordinary shares upon settlement for contingent consideration payable (in shares) | shares | 183,740 | ||||||||
Issuance of ordinary shares upon settlement for contingent consideration payable | $ 2,060 | ||||||||
Change in fair value recorded in consolidated statement of comprehensive loss under other gains, net | $ 8,396 | 418 | $ 81 | ||||||
Escrow amount included in restricted cash | $ 506 | ||||||||
Amount setlled | $ 7,742 | ||||||||
Interest on remaining unsettled amounts | 5% | 5% | |||||||
CMRS Group Holding Limited | Income approach | |||||||||
Acquisitions | |||||||||
Estimated useful life | 4 years | 4 years | |||||||
CMRS Group Holding Limited | Income approach | Terminal growth rate | |||||||||
Acquisitions | |||||||||
Intangible asset measurement input | 22.30% | 22.30% | |||||||
CMRS Group Holding Limited | Income approach | Fair value inputs discount rate | Minimum | |||||||||
Acquisitions | |||||||||
Intangible asset measurement input | 3% | 3% | |||||||
CMRS Group Holding Limited | Income approach | Fair value inputs discount rate | Maximum | |||||||||
Acquisitions | |||||||||
Intangible asset measurement input | 6.20% | 6.20% | |||||||
CMRS Group Holding Limited | Subsequent Event | |||||||||
Acquisitions | |||||||||
Remaining unsettled amounts | $ 1,703 | $ 3,458 | |||||||
CMRS Group Holding Limited | Class A ordinary shares | |||||||||
Acquisitions | |||||||||
Acquisition, No of shares | shares | 182,950 | ||||||||
Fair value of cash consideration transferred | $ 2,440 | ||||||||
Class A ordinary shares of the Company | $ 2,440 |
Acquisitions - CMRS Group - Add
Acquisitions - CMRS Group - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Oct. 31, 2020 | Dec. 31, 2020 | |
Brand name | ||
Acquisitions | ||
Gross carrying amount | $ 1,162 | |
Customer relationship | ||
Acquisitions | ||
Gross carrying amount | 1,032 | |
CMRS Group Holding Limited | ||
Acquisitions | ||
Gross carrying amount | $ 2,194 | |
Net revenues | $ 270,326 | |
Net loss | $ (13,346) | |
CMRS Group Holding Limited | Brand name | ||
Acquisitions | ||
Estimated useful life | 4 years | |
CMRS Group Holding Limited | Customer relationship | ||
Acquisitions | ||
Estimated useful life | 4 years |
Acquisitions - Sky Gem Internat
Acquisitions - Sky Gem International Limited - Additional Information (Details) $ in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 USD ($) | |
Acquisitions | ||||
Fair value of cash consideration transferred | $ 12,903 | $ 100 | ||
Sky Gem International Limited | ||||
Acquisitions | ||||
Equity interest (as a percent) | 51% | 1% | ||
Fair value of cash consideration transferred | $ 3,200 | $ 3,200 | $ 3,200 |
Acquisitions - Sky Gem Intern_2
Acquisitions - Sky Gem International Limited - Identifiable assets acquired and liabilities assumed (Details) $ in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Acquisitions | |||||
Fair value of cash consideration transferred | $ 12,903 | $ 100 | |||
Goodwill | $ 81,674 | $ 74,419 | |||
Sky Gem International Limited | |||||
Acquisitions | |||||
Fair value of cash consideration transferred | $ 3,200 | $ 3,200 | $ 3,200 | ||
Other assets | 2,000 | ||||
Other liabilities | (17) | ||||
Non-controlling interests | (3,072) | ||||
Total identifiable net assets acquired, net of non-controlling interests | (1,089) | ||||
Goodwill | $ 4,289 |
Acquisitions - Parllay - Additi
Acquisitions - Parllay - Additional Information (Details) $ in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 HKD ($) | |
Acquisitions | |||
Fair value of cash consideration transferred | $ 12,903 | $ 100 | |
Parllay | |||
Acquisitions | |||
Fair value of cash consideration transferred | $ 1,825 | ||
Maximum net revenue (loss) as a percent of consolidated net revenue (loss) | 5% | ||
Parllay | Income approach | |||
Acquisitions | |||
Estimated useful life | 5 years | ||
Parllay | Income approach | Terminal growth rate | |||
Acquisitions | |||
Intangible asset measurement input | 32% | ||
Parllay | Income approach | Fair value inputs discount rate | |||
Acquisitions | |||
Intangible asset measurement input | 22.70% |
Acquisitions - Parllay - Identi
Acquisitions - Parllay - Identifiable assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Jul. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Acquisitions | |||
Goodwill | $ 81,674 | $ 74,419 | |
Parllay | |||
Acquisitions | |||
Cash consideration | $ 1,825 | ||
Intangible assets | 279 | ||
Deferred tax liabilities | (70) | ||
Total identifiable net assets acquired | 209 | ||
Goodwill | $ 1,616 |
Acquisitions - Parllay - Schedu
Acquisitions - Parllay - Schedule of estimated amounts recognized on acquired identifiable intangible asset and its estimated useful life (Details) - Parllay $ in Thousands | 1 Months Ended |
Jul. 31, 2021 USD ($) | |
Acquisitions | |
Gross carrying amount | $ 279 |
Developed technologies | |
Acquisitions | |
Estimated useful life | 5 years |
Gross carrying amount | $ 279 |
Cash and cash equivalents and_3
Cash and cash equivalents and time deposits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash and cash equivalents and time deposits | ||
Time deposits | $ 10 | $ 11,128 |
Maturity (in months) | 5 months | 3 months |
Cash and cash equivalents and_4
Cash and cash equivalents and time deposits - Cash on hand and cash held at bank (Details) € in Thousands, ¥ in Thousands, ¥ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 SGD ($) | Dec. 31, 2022 TWD ($) | Dec. 31, 2022 JPY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 HKD ($) | Dec. 31, 2021 EUR (€) | Dec. 31, 2021 SGD ($) | Dec. 31, 2021 TWD ($) | Dec. 31, 2021 JPY (¥) |
Cash and cash equivalents and time deposit | ||||||||||||||
Cash on hand and cash held at bank | $ 82,764 | $ 52,571 | ||||||||||||
RMB | ||||||||||||||
Cash and cash equivalents and time deposit | ||||||||||||||
Cash on hand and cash held at bank | ¥ 378,033 | 54,632 | ¥ 111,651 | 17,576 | ||||||||||
HK$ | ||||||||||||||
Cash and cash equivalents and time deposit | ||||||||||||||
Cash on hand and cash held at bank | 10,059 | $ 77,960 | 8,231 | $ 63,787 | ||||||||||
US$ | ||||||||||||||
Cash and cash equivalents and time deposit | ||||||||||||||
Cash on hand and cash held at bank | 17,323 | 26,077 | ||||||||||||
European dollars | ||||||||||||||
Cash and cash equivalents and time deposit | ||||||||||||||
Cash on hand and cash held at bank | 111 | € 106 | 336 | € 297 | ||||||||||
Singapore dollars | ||||||||||||||
Cash and cash equivalents and time deposit | ||||||||||||||
Cash on hand and cash held at bank | 345 | $ 471 | 159 | $ 217 | ||||||||||
New Taiwan dollars | ||||||||||||||
Cash and cash equivalents and time deposit | ||||||||||||||
Cash on hand and cash held at bank | 99 | $ 3,066 | 113 | $ 3,118 | ||||||||||
Japanese Yen | ||||||||||||||
Cash and cash equivalents and time deposit | ||||||||||||||
Cash on hand and cash held at bank | 91 | ¥ 11,764 | 29 | ¥ 3,163 | ||||||||||
Others | ||||||||||||||
Cash and cash equivalents and time deposit | ||||||||||||||
Cash on hand and cash held at bank | 133 | 67 | ||||||||||||
Cash and Cash Equivalents and Time Deposits | $ 104 | $ 50 |
Restricted cash - Additional In
Restricted cash - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted cash | |||
Fixed interest weighted average rate | 2.34% | 0.33% | |
Restricted cash | $ 22,543 | $ 36,146 | $ 42,145 |
US$ | |||
Restricted cash | |||
Restricted cash | 9,213 | 26,111 | |
RMB | |||
Restricted cash | |||
Restricted cash | $ 13,330 | $ 10,035 |
Equity investment - Additional
Equity investment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2019 | |
Equity investments | |||
Loss on share of equity investee | $ 75 | $ 107 | |
Due from equity method investment | $ 312 | $ 276 | |
V Click Technology | |||
Equity investments | |||
Equity interest, percentage | 49% | ||
V Click Technology | VGI | |||
Equity investments | |||
Equity interest, percentage | 51% |
Equity investment - Summary of
Equity investment - Summary of investment in V-Click (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity investment | ||
Balance at the beginning of year | $ 354 | $ 460 |
Share of losses | (75) | (107) |
Exchange differences | 1 | |
Balance at the end of year | $ 279 | $ 354 |
Other Long-term investments - S
Other Long-term investments - Summary of Other Long-term Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other long-term investments | ||
Available-for-sale debt investment | $ 3,000 | |
Investments in equity securities without readily determinable fair values | 13,775 | $ 16,152 |
Total other long-term investments, gross | 16,775 | 16,152 |
Less: Impairment of investments in equity securities without readily determinable fair values | (10,805) | (4,038) |
Other long-term investments | $ 5,970 | $ 12,114 |
Other Long-term investments -_2
Other Long-term investments - Summary of Movement of Other Long-term Investments and Prepayments for Long-term Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other long-term investments | ||
Balance at the beginning of year | $ 12,114 | $ 11,575 |
Investments made/transferred from prepayments | 3,500 | 4,502 |
Transfer to short-term | (1,510) | |
Impairment | (10,805) | (4,038) |
Exchange differences | (329) | 75 |
Balance at the end of year | $ 2,970 | $ 12,114 |
Other Long-term investments (De
Other Long-term investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other long-term investments | ||
Impairment charges for investments without readily determinable fair value | $ 10,805 | $ 4,038 |
Accounts receivables, net (Deta
Accounts receivables, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts receivable, net | ||
Accounts receivable, gross | $ 101,771 | $ 210,047 |
Less: allowance for credit losses | (37,215) | (22,786) |
Accounts receivable, net | $ 64,556 | $ 187,261 |
Accounts receivables, net - Add
Accounts receivables, net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | |
Accounts Notes And Loans Receivable [Line Items] | ||
Bills receivable | $ 210,047 | $ 101,771 |
Short-term notes receivable | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Bills receivable | $ 478 | |
Short-term notes receivable | Minimum | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Bills receivable maturity period | 5 months | |
Short-term notes receivable | Maximum | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Bills receivable maturity period | 6 months |
Other assets (Details)
Other assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current | ||
Deposits | $ 1,928 | $ 2,609 |
Prepayments | 2,917 | 7,520 |
Loans and interest receivable, net | 726 | 12,295 |
Bank interest receivable | 37 | 7 |
VAT recoverable | 1,411 | 1,275 |
Others | 1,028 | 1,251 |
Total other current assets | 8,047 | 24,957 |
Non-current | ||
Rental deposits | 522 | 302 |
Loan receivables | 6,073 | |
Prepayment | 1,034 | 1,361 |
Total other non-current assets | $ 7,629 | $ 1,663 |
Other assets - Additional Infor
Other assets - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other assets | ||
Weighted average interest rate | 4.48% | 4.64% |
Maturity description | beyond one year from the end of the reporting period. | due on demand or within one year from the end of the reporting period. |
Certain Third Parties and Equity Investees | ||
Other assets | ||
Weighted average interest rate | 6% | 6% |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property and equipment, net | ||
Total cost | $ 9,157 | $ 8,917 |
Less: Accumulated depreciation | (7,512) | (6,918) |
Less: Accumulated impairment losses | (1,206) | |
Exchange differences | (198) | (68) |
Property and equipment, net | 241 | 1,931 |
Office equipment | ||
Property and equipment, net | ||
Total cost | 5,065 | 5,035 |
Leasehold improvements | ||
Property and equipment, net | ||
Total cost | 2,585 | 2,542 |
Furniture and fixtures | ||
Property and equipment, net | ||
Total cost | 1,494 | 1,327 |
Motor vehicles | ||
Property and equipment, net | ||
Total cost | $ 13 | $ 13 |
Property and equipment, net - D
Property and equipment, net - Depreciation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property and equipment, net | |||
Depreciation expense recognized | $ 842 | $ 648 | $ 381 |
Impairment loss recognised | 1,206 | ||
Cost of revenues | |||
Property and equipment, net | |||
Depreciation expense recognized | 11 | 7 | 3 |
Research and development | |||
Property and equipment, net | |||
Depreciation expense recognized | 220 | 152 | 80 |
Sales and marketing expenses | |||
Property and equipment, net | |||
Depreciation expense recognized | 219 | 171 | 96 |
General and administrative expenses | |||
Property and equipment, net | |||
Depreciation expense recognized | $ 392 | $ 318 | $ 202 |
Intangible assets, net (Details
Intangible assets, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets, net | ||
Cost | $ 81,088 | $ 80,984 |
Less: Accumulated amortization | (30,326) | (27,336) |
Less: Accumulated impairment losses | (49,778) | |
Exchange differences | 7 | 65 |
Intangible assets, net | 991 | 53,713 |
Computer software | ||
Intangible assets, net | ||
Cost | 23,802 | 23,673 |
Developed technologies | ||
Intangible assets, net | ||
Cost | 117 | 117 |
Customer relationship | ||
Intangible assets, net | ||
Cost | 2,135 | 2,135 |
Brand name | ||
Intangible assets, net | ||
Cost | 1,162 | 1,162 |
Contract backlog | ||
Intangible assets, net | ||
Cost | 585 | 610 |
Advertising contract | ||
Intangible assets, net | ||
Cost | $ 53,287 | $ 53,287 |
Intangible assets, net - Amorti
Intangible assets, net - Amortization expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible assets, net | |||
Amortization expense | $ 2,990 | $ 3,238 | $ 4,189 |
Impairment losses | 49,778 | ||
Cost of revenues | |||
Intangible assets, net | |||
Amortization expense | 2,783 | 3,070 | 4,187 |
Sales and marketing expenses | |||
Intangible assets, net | |||
Amortization expense | 22 | 12 | |
General and administrative expenses | |||
Intangible assets, net | |||
Amortization expense | $ 185 | $ 156 | $ 2 |
Intangible assets, net - Estima
Intangible assets, net - Estimated amortization expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Intangible assets, net | ||
2023 | $ 563 | |
2024 | 425 | |
2025 | 3 | |
Intangible assets, net | $ 991 | $ 53,713 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill | ||
Goodwill | $ 81,674 | $ 74,419 |
Goodwill arising from acquisitions during the year | 5,905 | |
Exchange differences | (1,537) | 1,350 |
Impairment of goodwill | (80,137) | |
Goodwill | 81,674 | |
Marketing solutions | ||
Goodwill | ||
Goodwill | 53,024 | 53,024 |
Impairment of goodwill | (53,024) | |
Goodwill | 53,024 | |
Enterprise solutions | ||
Goodwill | ||
Goodwill | 28,650 | 21,395 |
Goodwill arising from acquisitions during the year | 5,905 | |
Exchange differences | (1,537) | 1,350 |
Impairment of goodwill | $ (27,113) | |
Goodwill | $ 28,650 |
Lease accounting - Additional I
Lease accounting - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease accounting | |||
Operating lease, weighted average remaining lease term | 22 months | 21 months | |
Operating lease, weighted average discount rate, percent | 4.90% | 4.30% | |
Right-of-use assets, net | $ 1,292 | $ 3,834 | |
Impairment losses on right-of-use assets | $ 2,365 | $ 0 | $ 0 |
Minimum | |||
Lease accounting | |||
Lessee, operating lease, term of contract | 12 months | 12 months | |
Maximum | |||
Lease accounting | |||
Lessee, operating lease, term of contract | 36 months | 36 months |
Lease accounting - Schedule of
Lease accounting - Schedule of maturity of operating lease liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Lease accounting | |
2023 | $ 2,338 |
2024 | 1,099 |
2025 | 325 |
Total operating lease payments (undiscounted) | 3,762 |
Less: Imputed interest | (231) |
Total operating lease liabilities (discounted) | $ 3,531 |
Lease accounting - Summary of l
Lease accounting - Summary of lease cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease accounting | |||
Relating to the operating lease liabilities | $ 2,835 | $ 2,862 | $ 2,155 |
Relating to short-term leases | 894 | 1,518 | 912 |
Total lease cost | $ 3,729 | $ 4,380 | $ 3,067 |
Lease accounting - Summary of s
Lease accounting - Summary of supplemental cash flow information related to operating leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease accounting | |||
Cash paid for the rentals included in the lease liabilities | $ 2,776 | $ 2,781 | $ 2,173 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 2,988 | $ 3,163 | $ 2,710 |
Deferred revenue (Details)
Deferred revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred revenue | |||
Deferred revenue | $ 16,975 | $ 22,802 | $ 28,199 |
Deferred revenue - Changes in d
Deferred revenue - Changes in deferred revenue balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred revenue | ||
Balance at the beginning of year | $ 22,802 | $ 28,199 |
Additions to deferred revenue | 72,300 | 135,292 |
Recognition of deferred revenue as revenues | (77,887) | (141,156) |
Exchange differences | (240) | 467 |
Balance at the end of year | $ 16,975 | $ 22,802 |
Accrued liabilities and other_3
Accrued liabilities and other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current | ||
Rebates payable to customers | $ 677 | $ 733 |
VAT and other taxes payable | 8,597 | 5,014 |
Security deposit received from customers | 822 | 418 |
Accrued employee benefits | 10,567 | 10,548 |
Accrued professional fees | 4,048 | 5,076 |
Accrued marketing and hosting expense | 1,257 | 1,326 |
Contingent consideration payable | 0 | 4,507 |
Consideration payable | 3,458 | |
Advance from a former non-controlling interest shareholder | 500 | 475 |
Others | 613 | 1,638 |
Accrued liabilities and other current liabilities | 30,539 | 29,735 |
Non-current | ||
Deferred other income | 368 | 459 |
Consideration payable | 1,703 | |
Accrued liabilities and other non current liabilities | 2,071 | $ 459 |
Advance From Former Non Controlling Interest | $ 500 |
Bank borrowings (Details)
Bank borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Bank borrowings | ||
Bank borrowings | $ 44,283 | $ 75,530 |
1-year revolving loan denominated in RMB | ||
Bank borrowings | ||
Bank borrowings | 18,411 | 31,912 |
Half-year revolving loans denominated in RMB | ||
Bank borrowings | ||
Bank borrowings | 15,896 | 26,691 |
Revolving service trade loan denominated in HK$ | ||
Bank borrowings | ||
Bank borrowings | 4 | 84 |
3-month revolving loan denominated in RMB | ||
Bank borrowings | ||
Bank borrowings | 7,876 | 9,917 |
1-year term loans denominated in RMB | ||
Bank borrowings | ||
Bank borrowings | $ 2,096 | $ 6,926 |
Bank borrowings (Parenthetical)
Bank borrowings (Parenthetical) (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
1-year revolving loan denominated in RMB | ||
Bank borrowings | ||
Interest rates | 5.22% | 5.22% |
1-year revolving loan denominated in RMB | Minimum | ||
Bank borrowings | ||
Interest rates | 3.85% | |
1-year revolving loan denominated in RMB | Maximum | ||
Bank borrowings | ||
Interest rates | 4.50% | |
Half-year revolving loans denominated in RMB | Minimum | ||
Bank borrowings | ||
Interest rates | 3% | 3% |
Half-year revolving loans denominated in RMB | Maximum | ||
Bank borrowings | ||
Interest rates | 5% | 6.25% |
Revolving service trade loan denominated in HK$ | Minimum | ||
Bank borrowings | ||
Interest rates | 8.60% | 4.35% |
Revolving service trade loan denominated in HK$ | Maximum | ||
Bank borrowings | ||
Interest rates | 8.64% | 4.43% |
3-month revolving loan denominated in RMB | ||
Bank borrowings | ||
Interest rates | 3% | 3% |
1-year term loans denominated in RMB | Minimum | ||
Bank borrowings | ||
Interest rates | 3.65% | |
1-year term loans denominated in RMB | Maximum | ||
Bank borrowings | ||
Interest rates | 4% |
Bank borrowings - Additional In
Bank borrowings - Additional Information (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Bank borrowings | |||
Accounts receivable, net | $ 64,556 | $ 187,261 | |
Available banking facilities | 165,288 | 213,289 | |
Utilized banking facilities | 44,283 | 75,530 | |
Bank borrowings | 97,420 | 115,338 | |
Subsequent Event | |||
Bank borrowings | |||
Restricted cash pledge | $ 17,395 | ||
Pledged Assets | |||
Bank borrowings | |||
Restricted cash pledge | 41,235 | 33,326 | |
Service Trade | |||
Bank borrowings | |||
Bank borrowings | 18,093 | 18,013 | |
Term Loan Facilities | |||
Bank borrowings | |||
Bank borrowings | 5,492 | 4,408 | |
Corporate Guarantee | |||
Bank borrowings | |||
Bank deposits | 22,543 | 36,146 | |
Accounts receivable, net | $ 5 | $ 18,250 |
Bank borrowings - Weighted aver
Bank borrowings - Weighted average interest rate (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Bank borrowings | ||
Weighted average interest rate for bank borrowings outstanding | 4.48% | 4.64% |
Convertible notes at fair val_3
Convertible notes at fair value (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2020 | Jul. 30, 2020 | Feb. 17, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2022 | |
Debt Instrument | ||||||
Outstanding convertible notes | $ 0 | |||||
Issuance costs related to notes | $ 44,000 | $ 4,556,000 | ||||
Shares issued | 1,365,407 | |||||
2020 Notes | ||||||
Debt Instrument | ||||||
Interest rate (in percent) | 5% | |||||
July 2020 Notes | ||||||
Debt Instrument | ||||||
Notes issued at par | $ 13,100,000 | |||||
Cash consideration receivable | $ 15,196,000 | |||||
Shares issued | 385,169 | |||||
Fair value of the Call Option recorded as derivative liabilities | $ 11,466,000 | |||||
Volatility | 13.39% | |||||
Risk-free rate | 0.09% | |||||
July 2020 Notes | Class A ordinary shares | ||||||
Debt Instrument | ||||||
Shares issued | 1,925,848 |
Convertible notes at fair val_4
Convertible notes at fair value - Schedule of Issuance of Convertible Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Feb. 17, 2020 | |
July 2020 Notes | ||
Bank borrowings | ||
Principal amounts | $ 13,100 | |
Convertible Notes | 2018 Notes | ||
Bank borrowings | ||
Issue date | Sep. 12, 2018 | |
Maturity date | Sep. 12, 2023 | |
Principal amounts | $ 30,000 | |
Coupon rate | 0% | |
Convertible Notes | November 2019 Notes | ||
Bank borrowings | ||
Issue date | Nov. 11, 2019 | |
Maturity date | Nov. 11, 2022 | |
Principal amounts | $ 20,000 | |
Coupon rate | 5% | |
Convertible Notes | December 2019 Notes | ||
Bank borrowings | ||
Issue date | Dec. 16, 2019 | |
Maturity date | Dec. 16, 2022 | |
Principal amounts | $ 10,000 | |
Coupon rate | 5% | |
Convertible Notes | January 2020 Notes | ||
Bank borrowings | ||
Issue date | Jan. 23, 2020 | |
Maturity date | Sep. 12, 2023 | |
Principal amounts | $ 3,450 | |
Coupon rate | 0% | |
Convertible Notes | July 2020 Notes | ||
Bank borrowings | ||
Issue date | Jul. 30, 2020 | |
Maturity date | Sep. 12, 2023 | |
Principal amounts | $ 13,100 | |
Coupon rate | 0% |
Convertible notes at fair val_5
Convertible notes at fair value - Schedule of movement of transactions of convertible notes (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Bank borrowings | |
Balance at the beginning of year | $ 49,008 |
Fair value changes | 4,433 |
New issuance | 19,184 |
Issuance of convertible notes upon exercise of call option | 11,466 |
Conversion of convertible notes | (68,895) |
Redemption of convertible notes | (15,196) |
2018 Notes | |
Bank borrowings | |
Balance at the beginning of year | 19,182 |
Fair value changes | 3,644 |
Conversion of convertible notes | (7,630) |
Redemption of convertible notes | (15,196) |
2019 Notes | |
Bank borrowings | |
Balance at the beginning of year | 29,826 |
Fair value changes | 445 |
Conversion of convertible notes | (30,271) |
2020 Notes | |
Bank borrowings | |
Fair value changes | 344 |
New issuance | 19,184 |
Issuance of convertible notes upon exercise of call option | 11,466 |
Conversion of convertible notes | $ (30,994) |
Convertible notes at fair val_6
Convertible notes at fair value - Schedule of Details of Conversion of Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2020 | Aug. 11, 2020 | Jul. 30, 2020 | Jul. 24, 2020 | Jun. 30, 2020 | Feb. 18, 2020 | Feb. 03, 2020 |
Bank borrowings | |||||||
Principal amount converted | $ 50,550 | ||||||
Number of ADSs converted | 1,365,407 | ||||||
Fair value of converted convertible notes as of the conversion date | $ 68,895 | ||||||
2018 Notes | |||||||
Bank borrowings | |||||||
Principal amount converted | $ 2,000 | $ 1,000 | $ 1,000 | ||||
Number of ADSs converted | 53,660 | 23,655 | 24,805 | ||||
Conversion price per ADS US$ | $ 37.27 | $ 42.28 | $ 40.31 | ||||
Fair value of converted convertible notes as of the conversion date | $ 4,327 | $ 1,752 | $ 1,551 | ||||
November 2019 Notes | |||||||
Bank borrowings | |||||||
Principal amount converted | $ 20,000 | ||||||
Number of ADSs converted | 512,821 | ||||||
Conversion price per ADS US$ | $ 39 | ||||||
Fair value of converted convertible notes as of the conversion date | $ 20,282 | ||||||
December 2019 Notes | |||||||
Bank borrowings | |||||||
Principal amount converted | $ 10,000 | ||||||
Number of ADSs converted | 256,410 | ||||||
Conversion price per ADS US$ | $ 39 | ||||||
Fair value of converted convertible notes as of the conversion date | $ 9,989 | ||||||
January 2020 Notes | |||||||
Bank borrowings | |||||||
Principal amount converted | $ 3,450 | ||||||
Number of ADSs converted | 108,887 | ||||||
Conversion price per ADS US$ | $ 31.68 | ||||||
Fair value of converted convertible notes as of the conversion date | $ 4,346 | ||||||
July 2020 Notes | |||||||
Bank borrowings | |||||||
Principal amount converted | $ 13,100 | ||||||
Number of ADSs converted | 385,169 | ||||||
Conversion price per ADS US$ | $ 34.01 | ||||||
Fair value of converted convertible notes as of the conversion date | $ 26,648 |
Convertible notes at fair val_7
Convertible notes at fair value - Schedule of Redeemed Convertible Notes (Details) - 2018 Notes - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 | Feb. 03, 2020 |
Bank borrowings | |||
Principal amount | $ 13,100 | $ 6,200 | $ 6,900 |
Consideration paid for redemption | $ 15,196 | $ 7,192 | $ 8,004 |
Convertible notes at fair val_8
Convertible notes at fair value - Summary of fair value of the notes determined using monte carlo simulation with key assumptions (Details) | Aug. 11, 2020 | Jul. 30, 2020 | Jul. 24, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Feb. 03, 2020 |
2018 Notes | ||||||
Bank borrowings | ||||||
Volatility | 49.75% | 49.26% | 51.24% | 45.38% | 42.09% | |
Risk-free rate | 0.23% | 0.23% | 0.24% | 0.45% | 1.37% | |
January 2020 Notes | ||||||
Bank borrowings | ||||||
Volatility | 42.09% | |||||
Risk-free rate | 1.37% | |||||
July 2020 Notes | ||||||
Bank borrowings | ||||||
Volatility | 49.45% | |||||
Risk-free rate | 0.19% |
Convertible notes at fair val_9
Convertible notes at fair value - Summary of bond yield (Details) | Feb. 18, 2020 |
November 2019 Notes | |
Bank borrowings | |
Volatility | 44.02% |
Risk-free rate | 1.40% |
Bond yield | 10.67% |
December 2019 Notes | |
Bank borrowings | |
Volatility | 43.61% |
Risk-free rate | 1.40% |
Bond yield | 10.67% |
Ordinary shares (Details)
Ordinary shares (Details) | 12 Months Ended | ||||
Nov. 14, 2022 shares | Nov. 13, 2022 shares | Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | Dec. 31, 2020 shares | |
Ordinary shares | |||||
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 | |||
Ordinary shares, par value | $ / shares | $ 0.001 | $ 0.001 | |||
Reverse ADS split ratio | 0.1 | ||||
Ordinary shares | Arda Holdings Limited | |||||
Ordinary shares | |||||
Ordinary shares, par value | $ / shares | $ 0.001 | ||||
Ordinary shares | 2010 Share Option Plan | Arda Holdings Limited | |||||
Ordinary shares | |||||
Common stock, allotted | 627,811 | ||||
Additional shares allotted | 0 | 0 | 0 | ||
Class A ordinary shares | |||||
Ordinary shares | |||||
Ordinary shares, shares authorized | 80,000,000 | 80,000,000 | |||
Number of votes per share | Vote | 1 | 1 | |||
Number of American depositary share ("ADS") representing ordinary share ("Share") | 5 | 0.5 | |||
Class B ordinary shares | |||||
Ordinary shares | |||||
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | |||
Number of votes per share | Vote | 20 | 20 |
Repurchase of shares (Details)
Repurchase of shares (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
January 2020 Share Repurchase Program | |||
Repurchase of shares | |||
Maximum value of ordinary shares or ADSs of the Company to repurchase | $ 10,000 | ||
Effective period | Period from December 30, 2019 to December 29, 2020 | ||
Total number of ADSs purchased as part of the publicly announced plan | 76,808 | ||
Average price paid per ADS | $ 70.892 | ||
December 2020 Share Repurchase Program | |||
Repurchase of shares | |||
Maximum value of ordinary shares or ADSs of the Company to repurchase | $ 25,000 | ||
Effective period | Period from December 30, 2020 to December 31, 2021 | ||
Total number of ADSs purchased as part of the publicly announced plan | 120,992 | 2,760 | |
Average price paid per ADS | $ 88.324 | $ 83.686 | |
December 2021 Share Repurchase Program | |||
Repurchase of shares | |||
Maximum value of ordinary shares or ADSs of the Company to repurchase | $ 20,000 | ||
Effective period | Year ended December 31, 2022 | ||
Total number of ADSs purchased as part of the publicly announced plan | 731,881 | ||
Average price paid per ADS | $ 10.349 | ||
December 2022 Share Repurchase Program | |||
Repurchase of shares | |||
Maximum value of ordinary shares or ADSs of the Company to repurchase | $ 5,000 | ||
Effective period | Year ending December 31, 2023 |
Share-based compensation - Addi
Share-based compensation - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based compensation | |||
Share option granted | 0 | 0 | 0 |
Total fair values of options vested and recognized as expenses | $ 0 | $ 4 | $ 107 |
Unrecognized share-based compensation expenses | $ 0 | $ 0 | $ 4 |
Weighted-average expense recognition period | 3 months | ||
Ordinary shares | |||
Share-based compensation | |||
Issuance of ordinary shares upon share offerings (in shares) | 5,546,007 | ||
Class B ordinary shares | Ordinary shares | Share subscription agreement | |||
Share-based compensation | |||
Issuance of ordinary shares upon share offerings (in shares) | 649,349 | ||
Offering price per share | $ 26.52 | ||
Fair value, per share | $ 28.88 | ||
Discount on shares | $ 1,530 |
Share-based compensation - Shar
Share-based compensation - Share option activities (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based compensation | ||||
Weighted average remaining contractual life years | 2 years 8 months 8 days | 3 years 3 months 21 days | 4 years 3 months 10 days | 5 years 3 months 7 days |
Weighted average remaining contractual life years, Vested and expected to vest | 2 years 8 months 8 days | 3 years 8 months 23 days | 5 years 1 month 2 days | |
Weighted average remaining contractual life years, Exercisable to vest | 2 years 8 months 8 days | 3 years 8 months 23 days | 5 years 1 month 2 days | |
Aggregate intrinsic value | $ 17 | $ 1,601 | $ 4,578 | $ 1,807 |
Aggregate intrinsic value, Vested and expected to vest | 17 | 1,601 | 5,215 | |
Aggregate intrinsic value, Exercisable to vest | $ 17 | $ 1,601 | $ 5,213 | |
Number of Share options , Beginning balance | 314,314 | 432,102 | 667,867 | |
Number of Share options, Exercised | (25,341) | (117,788) | (235,765) | |
Number of Share options, Forfeited | (14,143) | |||
Number of Share options, Ending balance | 274,830 | 314,314 | 432,102 | 667,867 |
Number of Share options, Vested and expected to vest | 273,392 | 312,876 | 430,569 | |
Number of Share options, Exercisable to vest | 274,720 | 314,204 | 431,245 | |
Weighted average exercise price, Beginning balance | $ 12.41 | $ 10.56 | $ 8.16 | |
Weighted average exercise price, Exercised | 2.69 | 5.61 | 3.75 | |
Weighted average exercise price, Forfeited | 19.95 | |||
Weighted average exercise price, Ending balance | 12.92 | 12.41 | 10.56 | $ 8.16 |
Weighted average exercise price, Vested and expected to vest | 4.33 | 4.90 | 5.10 | |
Weighted average exercise price, Exercisable to vest | 4.39 | 4.95 | 5.13 | |
Weighted average grant date fair value, Vested and expected to vest | 15.37 | 15.25 | 14.51 | |
Weighted average grant date fair value, Exercisable to vest | $ 15.35 | $ 15.23 | $ 14.50 |
Share-based compensation - RSUs
Share-based compensation - RSUs Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based compensation | |||
Total fair values of RSU vested and recognized as expenses | $ 3,794 | $ 11,965 | $ 6,142 |
Service-based RSUs | |||
Share-based compensation | |||
Beginning of the year | 227,577 | 634,505 | 463,546 |
Granted | 301,850 | 716,265 | 1,180,295 |
Vested | (414,314) | (1,049,007) | (962,606) |
Forfeited/expired | (4,650) | (74,186) | (46,730) |
End of the year | 110,463 | 227,577 | 634,505 |
Expected to vest at end of the year | 92,900 | 209,878 | 620,245 |
Beginning of the year | $ 17.65 | $ 8.11 | $ 5.52 |
Granted | 5.62 | 15.73 | 7.83 |
Vested | 8.78 | 11.32 | 6.55 |
Forfeited/expired | 12.53 | 12.73 | 7.26 |
End of the year | 18.26 | 17.65 | 8.11 |
Expected to vest at end of the year | $ 17.91 | $ 19.07 | $ 8.83 |
Restricted Stock Units (RSUs) | |||
Share-based compensation | |||
Dividend yield | 0% | ||
Restricted Stock Units (RSUs) | Minimum | |||
Share-based compensation | |||
Volatility rate | 37.36% | ||
Risk-free interest rate | 0.10% | ||
Restricted Stock Units (RSUs) | Maximum | |||
Share-based compensation | |||
Volatility rate | 62.89% | ||
Risk-free interest rate | 1.67% | ||
Restricted Stock Units (RSUs) | Employees | |||
Share-based compensation | |||
Expected future forfeiture rate | 1% | 1% | 1% |
Restricted Stock Units (RSUs) | Non-employees | |||
Share-based compensation | |||
Expected future forfeiture rate | 0% | 0% | 0% |
Share-based compensation - RS_2
Share-based compensation - RSUs Activity (Parenthetical) (Details) - Restricted Stock Units (RSUs) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Minimum | |||
Share-based compensation | |||
Vesting period (year) | 0 years | 0 years | 0 years |
Maximum | |||
Share-based compensation | |||
Vesting period (year) | 4 years | 4 years | 4 years |
Share-based compensation - Issu
Share-based compensation - Issuance of warrants to an external consultant (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019 USD ($) shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | Dec. 09, 2019 $ / shares | |
Share-based compensation | |||||
Number of common stock per ADS | 5 | 1.5 | |||
Convertible notes transaction expenses in form of share- based awards | $ | $ 3,298 | ||||
Warrant | |||||
Share-based compensation | |||||
Number of ADS underlying the warrants | 4,651,162 | 11,627,905 | |||
Minimum proceeds to qualify vesting of warrants | $ | $ 20,000 | ||||
Measurement date fair value of warrants | $ / shares | $ 0.709 | ||||
Number of warrants exercised | 0 | 0 | 0 | ||
Warrant | Measurement Input, Exercise Price | |||||
Share-based compensation | |||||
Warrants outstanding, measurement input | $ / shares | 4.30 |
Share-based compensation - Summ
Share-based compensation - Summary of assumptions used in estimation of fair value of warrants granted (Details) - Warrant | Dec. 09, 2019 Y |
Volatility | |
Share-based compensation | |
Warrants outstanding, measurement input | 0.421 |
Risk-free interest rate | |
Share-based compensation | |
Warrants outstanding, measurement input | 0.016 |
Expected dividend yield | |
Share-based compensation | |
Warrants outstanding, measurement input | 0 |
Expected warrant life | |
Share-based compensation | |
Warrants outstanding, measurement input | 3 |
Expected forfeiture rate | |
Share-based compensation | |
Warrants outstanding, measurement input | 0 |
Share-based compensation - Su_2
Share-based compensation - Summary of compensation costs recognized (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Compensation costs | |||
Compensation cost recognized | $ 3,794 | $ 13,499 | $ 6,249 |
Cost of revenues | |||
Compensation costs | |||
Compensation cost recognized | 18 | 12 | 5 |
Research and development | |||
Compensation costs | |||
Compensation cost recognized | 337 | 221 | 92 |
Sales and marketing expenses | |||
Compensation costs | |||
Compensation cost recognized | 1,743 | 9,991 | 2,707 |
General and administrative expenses | |||
Compensation costs | |||
Compensation cost recognized | $ 1,696 | $ 3,275 | $ 3,445 |
Other gains_(losses), net (Deta
Other gains/(losses), net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other gains/(losses), net | |||
Net exchange (loss)/gain | $ (3,183) | $ 622 | $ (421) |
Forfeiture of advances from customers | 1,552 | 1,654 | 1,245 |
Government subsidy income | 4,458 | 3,281 | 3,063 |
ADR reimbursement from depositary bank | (169) | 410 | 251 |
Fair value gains/(losses) on short-term investments | (2,368) | (316) | 1,404 |
Impairment on long-term investments | (10,805) | (4,038) | |
Fair value change in contingent consideration payable | (8,396) | 418 | (81) |
Others | (254) | 172 | 391 |
Total | $ (19,165) | $ 2,203 | $ 5,852 |
Other gains_(losses), net - Add
Other gains/(losses), net - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Other gains/(losses), net | |
Percentage of VAT super-credit subsidy from PRC government | 10% |
Income tax - Additional Informa
Income tax - Additional Information (Details) $ in Thousands, $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 HKD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 | Dec. 31, 2022 USD ($) | |
Income tax | ||||
Deferred tax liabilities, undistributed earnings from subsidiaries | $ 356 | $ 1,140 | ||
Minimum | ||||
Income tax | ||||
Entitled percentage of research and development expense claimed as tax deductible expense | 150% | |||
Maximum | ||||
Income tax | ||||
Entitled percentage of research and development expense claimed as tax deductible expense | 175% | |||
Hong Kong | ||||
Income tax | ||||
Assessable profits for tax rate 8.25% | $ 2 | |||
Tax rate for assessable profits less than 2000000 | 8.25% | |||
Tax rate for assessable profits more than 2000000 | 16.50% | |||
Statutory income tax rate | 16.50% | |||
PRC | ||||
Income tax | ||||
Statutory income tax rate | 25% | 25% | 25% | |
Preferential enterprise tax rate | 15% | 15% | 15% | |
Statutory withholding tax rate | 10% | 10% | 10% | |
Tax arrangements between the PRC government and the government of other jurisdiction | 5% | 5% | 5% | |
Undistributed earnings from subsidiaries | $ 1,324 | 1,087 | ||
Estimated foreign withholding taxes that would be due if these earnings were remitted as dividends | 66 | 54 | ||
Deferred tax liabilities, undistributed earnings from subsidiaries | $ 1,422 | $ 4,558 |
Income tax - Current and deferr
Income tax - Current and deferred portions of income tax expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income tax | |||
Current income tax expense | $ 375 | $ 3,445 | $ 2,784 |
Deferred tax benefits | (11,557) | (905) | (1,151) |
Income tax expense | $ (11,182) | $ 2,540 | $ 1,633 |
Income tax - Deferred tax asset
Income tax - Deferred tax asset and deferred tax liability balances (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||||
Tax losses carried forward | $ 9,438 | $ 4,410 | ||
Share-based payments | 720 | 931 | ||
Temporary difference on deferred income | 254 | |||
Less: Valuation allowance | (9,438) | (4,410) | $ (4,365) | $ (5,923) |
Deferred tax assets net | 720 | 1,185 | ||
Deferred tax liabilities | ||||
Acquired intangible assets | (158) | (12,993) | ||
Outside basis difference | (1,140) | (356) | ||
Others | (28) | (29) | ||
Deferred tax liabilities net | $ (1,326) | $ (13,378) |
Income tax - Operating tax loss
Income tax - Operating tax loss carry forwards expiring years (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income tax | |
Operating loss carry forwards | $ 47,071 |
Underpaid tax claw back period | 5 years |
2023 | |
Income tax | |
Operating loss carry forwards | $ 167 |
2024 | |
Income tax | |
Operating loss carry forwards | 751 |
2025 | |
Income tax | |
Operating loss carry forwards | 4,854 |
2026 | |
Income tax | |
Operating loss carry forwards | 8,183 |
2027 | |
Income tax | |
Operating loss carry forwards | 21,857 |
Tax Loss With No Expiry | |
Income tax | |
Operating loss carry forwards | $ 11,259 |
Income tax - Movement of valuat
Income tax - Movement of valuation allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income tax | |||
Beginning balance | $ 4,410 | $ 4,365 | $ 5,923 |
Additions | 6,105 | 2,768 | 1,144 |
Reversals | (1,077) | (2,723) | (2,702) |
Ending balance | $ 9,438 | $ 4,410 | $ 4,365 |
Income tax - Reconciliation bet
Income tax - Reconciliation between expense of income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income tax | |||
Tax benefit calculated at statutory tax rates | $ (53,491) | $ (3,488) | $ (3,291) |
Effect of differences between statutory tax rates and foreign effective tax rates | 7,759 | 1,746 | 4,513 |
Non-taxable other income | (249) | (348) | (627) |
Non-deductible expenses | 29,167 | 4,783 | 3,202 |
Valuation allowance | 5,028 | 44 | (1,558) |
Outside basis difference | 783 | (186) | (400) |
Additional deduction of research and development expenses | (465) | (125) | (270) |
Others | 286 | 114 | 64 |
Income tax expense | $ (11,182) | $ 2,540 | $ 1,633 |
Basic and diluted net loss pe_3
Basic and diluted net loss per share - Summary of basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net Income (Loss) Attributable to Parent | $ (200,875) | $ (13,631) | $ (12,618) |
Numerator for basic and diluted net loss per share | $ (200,875) | $ (13,631) | $ (12,618) |
Denominator: | |||
Denominator for basic net loss per share - weighted average shares outstanding | 50,420,225 | 48,187,235 | 39,368,436 |
Denominator for diluted net loss per share - weighted average shares outstanding | 50,420,225 | 48,187,235 | 39,368,436 |
Basic net loss per share | $ (3.98) | $ (0.28) | $ (0.32) |
Diluted net loss per share | $ (3.98) | $ (0.28) | $ (0.32) |
Basic and diluted net loss pe_4
Basic and diluted net loss per share - Computation of diluted net loss per ordinary share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share options, RSUs and warrants | |||
Basic and diluted net loss per share | |||
Ordinary shares equivalent excluded from computation of diluted net loss per ordinary share | 385 | 2,613 | 2,998 |
Segments (Details)
Segments (Details) - segment | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segments | |||
Number of operating segments | 2 | 2 | 2 |
Segments - Summary of Group's B
Segments - Summary of Group's Breakdown of Net Revenues by Type of Good or Service and Operating Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segments | |||
Net revenues | $ 169,080 | $ 307,702 | $ 254,745 |
Cost of revenues | (173,212) | (218,549) | (181,482) |
Gross profit | (4,132) | 89,153 | 73,263 |
Marketing solutions | |||
Segments | |||
Net revenues | 105,956 | 242,610 | 225,852 |
Gross profit | (32,184) | 47,698 | 52,935 |
Marketing solutions | Sales agent | |||
Segments | |||
Net revenues | 2,549 | 4,195 | 5,834 |
Gross profit | 2,549 | 4,195 | 5,834 |
Marketing solutions | Cost-plus | |||
Segments | |||
Net revenues | 8,909 | 26,062 | 26,738 |
Gross profit | 8,909 | 26,062 | 26,738 |
Marketing solutions | Specified actions | |||
Segments | |||
Net revenues | 94,498 | 212,353 | 193,280 |
Cost of revenues | (138,140) | (194,912) | (172,917) |
Gross profit | (43,642) | 17,441 | 20,363 |
Enterprise solutions | |||
Segments | |||
Net revenues | 169,080 | 307,702 | 254,745 |
Gross profit | (4,132) | 89,153 | 73,263 |
Enterprise solutions | SaaS Products and Services | |||
Segments | |||
Net revenues | 63,124 | 65,092 | 28,893 |
Cost of revenues | (35,072) | (23,637) | (8,565) |
Gross profit | $ 28,052 | $ 41,455 | $ 20,328 |
Segments - Summary of revenue g
Segments - Summary of revenue generated for the respective countries (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segments | |||
Net revenues | $ 169,080 | $ 307,702 | $ 254,745 |
PRC | |||
Segments | |||
Net revenues | 140,211 | 254,874 | 214,444 |
Hong Kong | |||
Segments | |||
Net revenues | 28,661 | 52,599 | 40,197 |
Others | |||
Segments | |||
Net revenues | $ 208 | $ 229 | $ 104 |
Segments - Summary of long-live
Segments - Summary of long-lived assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segments | ||
Long-lived assets | $ 241 | $ 1,931 |
PRC | ||
Segments | ||
Long-lived assets | 1,230 | |
Hong Kong | ||
Segments | ||
Long-lived assets | $ 241 | $ 701 |
Commitments and contingencies -
Commitments and contingencies - Schedule of Capital Expenditures Contracted (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and contingencies | ||
Contracted but not provided for Leasehold improvements | $ 0 | $ 0 |
Restricted net assets - Additio
Restricted net assets - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted net assets | ||
Percentage of net after-tax income of Group's subsidiary and VIE required to be annually appropriated to the statutory general reserve fund prior to payment of any dividends | 10% | |
Limit of statutory reserve fund as a percentage of registered capital, after which allocations to statutory reserve fund are no longer required | 50% | |
Restricted net assets | $ 32,239 | $ 69,749 |
ADDITIONAL INFORMATION_ CONDE_2
ADDITIONAL INFORMATION: CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY (Details) | 12 Months Ended |
Dec. 31, 2022 | |
ADDITIONAL INFORMATION: CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY | |
Minimum percentage requirement | 25% |
ADDITIONAL INFORMATION_ CONDE_3
ADDITIONAL INFORMATION: CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY - CONDENSED BALANCE SHEETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | |||
Cash and cash equivalents | $ 82,754 | $ 41,443 | $ 52,232 |
Time deposits | 10 | 11,128 | |
Restricted cash | 22,543 | 36,146 | 42,145 |
Other current assets | 8,047 | 24,957 | |
Total current assets | 204,660 | 351,266 | |
Non-current assets | |||
Deferred tax assets | 720 | 1,185 | |
Other long-term investments | 5,970 | 12,114 | |
Investment in an equity investee | 279 | 354 | $ 460 |
Total non-current assets | 17,122 | 156,468 | |
Total assets | 221,782 | 507,734 | |
Current liability | |||
Accrued liabilities and other current liabilities | 30,539 | 29,735 | |
Total current liabilities | 137,716 | 200,845 | |
Non-current liability | |||
Other liabilities | 2,071 | 459 | |
Total non-current liabilities | 4,777 | 15,300 | |
Total liabilities | 142,493 | 216,145 | |
Commitments and contingencies | |||
Shareholders' equity | |||
Treasury shares | (28,457) | (20,908) | |
Total iClick Interactive Asia Group Limited shareholders' equity | 74,930 | 284,352 | |
Total liabilities and equity | 221,782 | 507,734 | |
Parent Company | Reportable legal entities | |||
Current assets | |||
Cash and cash equivalents | 1,100 | 789 | |
Restricted cash | 3,657 | ||
Other short-term investments | 1,021 | ||
Other current assets | 161 | 549 | |
Total current assets | 2,282 | 4,995 | |
Non-current assets | |||
Deferred tax assets | 254 | ||
Investments in subsidiaries, VIE and VIE's subsidiaries | 80,015 | 285,824 | |
Other long-term investments | 510 | ||
Investment in an equity investee | 279 | 354 | |
Total non-current assets | 80,294 | 286,942 | |
Total assets | 82,576 | 291,937 | |
Current liability | |||
Accrued liabilities and other current liabilities | 5,575 | 7,126 | |
Total current liabilities | 5,575 | 7,126 | |
Non-current liability | |||
Other liabilities | 2,071 | 459 | |
Total non-current liabilities | 2,071 | 459 | |
Total liabilities | 7,646 | 7,585 | |
Commitments and contingencies | |||
Shareholders' equity | |||
Ordinary shares | 49 | 48 | |
Treasury shares | (28,457) | (20,908) | |
Other shareholders' equity | 103,338 | 305,212 | |
Total iClick Interactive Asia Group Limited shareholders' equity | 74,930 | 284,352 | |
Total liabilities and equity | $ 82,576 | $ 291,937 |
ADDITIONAL INFORMATION_ CONDE_4
ADDITIONAL INFORMATION: CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY - CONDENSED STATEMENTS OF COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses | |||
General and administrative expenses | $ (51,668) | $ (39,643) | $ (31,648) |
Total operating expenses | (190,037) | (102,042) | (75,025) |
Operating loss | (194,169) | (12,889) | (1,762) |
Other gains/(losses), net | (19,165) | 2,203 | 5,852 |
Fair value losses on derivative liabilities | (11,466) | ||
Fair value losses on convertible notes | (4,433) | ||
Share of losses from an equity investee | (75) | (107) | (111) |
Income tax expense | 11,182 | (2,540) | (1,633) |
Net loss | (202,806) | (16,598) | (14,906) |
Other comprehensive (loss)/income: | |||
Comprehensive loss attributable to iClick Interactive Asia Group Limited | (205,821) | (10,291) | (7,617) |
Parent Company | Reportable legal entities | |||
Operating expenses | |||
General and administrative expenses | (7,160) | (17,574) | (13,598) |
Total operating expenses | (7,160) | (17,574) | (13,598) |
Operating loss | (7,160) | (17,574) | (13,598) |
Other gains/(losses), net | (7,925) | (242) | (409) |
Fair value losses on derivative liabilities | (11,466) | ||
Fair value losses on convertible notes | (4,433) | ||
Share of profits/(losses) from subsidiaries, VIE and VIE' subsidiaries | (185,431) | 4,406 | 17,477 |
Loss before share of loss from an equity investee and income tax expense | (200,516) | (13,410) | (12,429) |
Share of losses from an equity investee | (75) | (107) | (111) |
Income tax expense | (284) | (114) | (78) |
Net loss | (200,875) | (13,631) | (12,618) |
Net loss attributable to iClick Interactive Asia Group Limited's ordinary shareholders | (200,875) | (13,631) | (12,618) |
Other comprehensive (loss)/income: | |||
Foreign currency translation adjustment, net of tax | (4,946) | 3,340 | 5,001 |
Comprehensive loss attributable to iClick Interactive Asia Group Limited | $ (205,821) | $ (10,291) | $ (7,617) |
ADDITIONAL INFORMATION_ CONDE_5
ADDITIONAL INFORMATION: CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY - CONDENSED STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net cash used in operating activities | $ 71,104 | $ (19,673) | $ (19,633) |
Cash flows from investing activities | |||
Purchase of other long-term investments | (6,500) | (4,108) | (7,129) |
Investment in an equity investee | (412) | ||
Redemption/(purchase) of time deposits | 11,118 | (11,039) | 321 |
Purchase of interest in a subsidiary from non-controlling interests | (722) | ||
Net cash (used in)/provided by investing activities | (3,977) | (22,390) | (27,693) |
Cash flows from financing activities | |||
Proceeds from exercise of share options | 68 | 661 | 1,305 |
Proceeds from issuance of convertible notes, net of transaction expenses | 19,184 | ||
Redemption of convertible notes | (15,196) | ||
Repurchase of ordinary shares | (7,574) | (10,687) | (5,677) |
Purchase of interests in subsidiaries from non-controlling interests | (7,003) | ||
Net proceeds from issuance of ordinary shares upon subscription from Baozun Inc. | 17,010 | ||
Net cash provided by/(used in) financing activities | (37,289) | 24,743 | 79,983 |
Net increase/(decrease) in cash and cash equivalents and restricted cash | 29,838 | (17,320) | 32,657 |
Parent Company | Reportable legal entities | |||
Cash flows from operating activities | |||
Net cash used in operating activities | (7,754) | (3,217) | (3,461) |
Cash flows from investing activities | |||
Purchase of other long-term investments | (19) | ||
Investment in an equity investee | (412) | ||
Redemption/(purchase) of time deposits | 46 | 255 | |
Capital contribution to subsidiaries | (53) | (77,655) | |
Amount due from subsidiaries | 19,656 | ||
Purchase of interest in a subsidiary from non-controlling interests | (7,742) | (4,982) | (959) |
Net cash (used in)/provided by investing activities | 11,914 | (4,989) | (78,790) |
Cash flows from financing activities | |||
Proceeds from issuance of shares upon private placements and follow on offering | 71,917 | ||
Proceeds from exercise of share options | 68 | 661 | 1,305 |
Proceeds from issuance of convertible notes, net of transaction expenses | 19,184 | ||
Redemption of convertible notes | (15,196) | ||
Repurchase of ordinary shares | (7,574) | (10,687) | (5,677) |
Purchase of interests in subsidiaries from non-controlling interests | (7,003) | ||
Net proceeds from issuance of ordinary shares upon subscription from Baozun Inc. | 17,010 | ||
Net cash provided by/(used in) financing activities | (7,506) | 6,984 | 64,530 |
Net increase/(decrease) in cash and cash equivalents and restricted cash | $ (3,346) | $ (1,222) | $ (17,721) |
Principal accounting policie_24
Principal accounting policies - Lease accounting (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Principal accounting policies | ||
Lease liabilities | $ 3,531 | |
ROU assets | $ 1,292 | $ 3,834 |