ZW Data Action Technologies Inc.: Form 10-Q for the period ended Sep 30, 2015

Forward-Looking Statements

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this interim report. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The following discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words “expect,” “anticipate,” “intend,” “believe,” or similar language. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Our business and financial performance are subject to substantial risks and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. In evaluating our business, you should carefully consider the information set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Readers are cautioned not to place undue reliance on these forward-looking statements.

Overview

We were incorporated in the State of Texas in April 2006 and re-domiciled to become a Nevada corporation in October 2006. On June 26, 2009, we consummated a share exchange transaction with China Net Online Media Group Limited (the “Share Exchange”), a company organized under the laws of British Virgin Islands (“China Net BVI”). As a result of the Share Exchange, China Net BVI became a wholly owned subsidiary of us and we are now a holding company, which, through certain contractual arrangements with operating entities in the PRC, is engaged in providing advertising, marketing, brand management and online-to-offline (O2O) sales channel building services for SMEs and entrepreneurial management and networking services for entrepreneurs in the PRC.

Through our PRC operating subsidiary and VIEs, we primarily operate a one-stop services for our clients through our integrated service platforms, including multi-channel advertising and promotion platform, brand management and sales channel building platform and management tools platform. Our multi-channel advertising and promotion platform primarily consists of internet advertising and marketing portals, including www.28.com (http://www.28.com) (“28.com”), www.liansuo.com (http://www.liansuo.com) (“liansuo.com”) and www.sooe.cn (http://www.sooe.cn) (“sooe.cn”), ChinaNet TV as our TV production and advertising unit and the bank kiosk advertising unit. We provide varieties of marketing campaigns through this platform by the combination of the Internet, mobile, television, bank kiosks and printed-medias to maximize market exposure and effectiveness for our clients. Our band management and sales channel building platform consists of our brand consulting and management service and offline sales channel expansion service, which is to physically help small businesses to recruit dealers, wholesalers, partners or franchisees based on their business needs. Management tools platform consists of a mobile-based sales and administrative management tools specifically designed for small business in China to match their simplicity.

Basis of presentation, management estimates and critical accounting policies

Our unaudited condensed consolidated interim financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X, as promulgated by the SEC, and include the accounts of our Company, and all of our subsidiaries and VIEs. We prepare financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the financial reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. In order to understand the significant accounting policies that we adopted for the preparation of our condensed consolidated interim financial statements, you should refer to the information set forth in Note 3 “Summary of significant accounting policies” to our audited financial statements in our 2014 Form 10-K.

A. RESULTS OF OPERATIONS FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

The following table sets forth a summary, for the periods indicated, of our consolidated results of operations. Our historical results presented below are not necessarily indicative of the results that may be expected for any future period. All amounts, except number of shares and per share data, are presented in thousands of U.S. dollars.

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

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Revenue

The following tables set forth a breakdown of our total revenue, divided into six segments for the periods indicated, with inter-segment transactions eliminated:

(Amounts expressed in thousands of US dollars, except percentages)

(Amounts expressed in thousands of US dollars, except percentages)

Total Revenues: For the nine months ended September 30, 2015, our total revenues decreased to US$24.0 million from US$27.6 million for the same period of last year. For the three months ended September 30, 2015, our total revenues decreased to US$8.5 million from US$12.1 million for the same period of last year. The decrease in our total revenues for the nine months ended September 30, 2015 was primarily due to the decrease in our TV advertising revenues, as compared to the same period of last year and the decrease in our total revenues for the three months ended September 30, 2015 was primarily due to the decrease in our TV advertising revenues and the revenues from search engine marketing service.

We derive the majority of our advertising service revenues from the sale of advertising space on our internet portals and from providing the related value-added technical support and services, internet marketing service and content management services to unrelated third parties and to certain related parties. Beginning in the second fiscal quarter of 2014, we elaborated an existing stream of internet marketing service by providing enhanced third-party search engine marketing (“SEM”) services to the SMEs as a strategic supplement to the internet advertising services provided to our clients. We also derive revenue from the sale of advertising time purchased from different provincial satellite TV stations. Our advertising and marketing services to related parties were provided in the ordinary course of business on the same terms as those provided to our unrelated clients. For the nine and three months ended September 30, 2015 and 2014, our service revenue from related parties in the aggregate was less than 3% of the total revenue for each respective reporting period.

Our advertising service revenues are recorded net of any sales discounts. Sales discounts include volume discounts and other customary incentives offered to our small and medium-sized franchise and merchant clients, including providing them with additional advertising time for their advertisements if we have unused space available on our websites and represent the difference between our official list price and the amount we actually charge our clients. For advertising services, we typically sign service contracts with our small and medium-sized franchisor and other clients that require us to place the advertisements on our portal websites in specified locations on the sites and for agreed periods; and/or place the advertisements onto our purchased advertisement time during specific TV programs for agreed periods. We recognize revenues as the advertisement airs over the contractual term based on the schedule agreed upon with our clients. Revenue from SEM services is recognized on a monthly basis based on the direct cost consumed through search engines for providing such services with a premium. We recognize this revenue on a gross basic, as we believe that we act as the primary obligor of this transaction, which is considered the most important factor for a gross revenue recognition in accordance with ASC Topic 605, subtopic 45. We also sell effective sales lead information to our clients, which is recognized based on fixed price per sales lead when information is delivered and accepted by clients.

The tables below summarize the revenues, cost of sales, gross margin and net loss generated from each of our VIEs and subsidiaries for the nine and three months ended September 30, 2015 and 2014, respectively, with inter-company transactions eliminated:

For the nine months ended September 30, 2015:

For the three months ended September 30, 2015:

For the nine months ended September 30, 2015:

For the three months ended September 30, 2015:

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For the nine months ended September 30, 2015:

For the three months ended September 30, 2015:

For the nine months ended September 30, 2014:

For the three months ended September 30, 2014:

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For the nine months ended September 30, 2014:

For the three months ended September 30, 2014:

For the nine months ended September 30, 2014:

For the three months ended September 30, 2014:

Management considers revenues generated from internet advertising, SEM services and other related technical services as one aggregate business operation and relies upon the consolidated results of all the operations in this business unit to make decisions about allocating resources and evaluating performance.

l Internet advertising revenues for the nine months ended September 30, 2015 were approximately US$13.7 million compared to approximately US$13.1 million for the same period in 2014, representing a 5% increase. For the three months ended September 30, 2015, internet advertising revenue was approximately US$5.49 million compared to US$4.62 million for the same period in 2014, representing a 19% increase. During 2015, we continued to place persistent effort in integrating and upgrading our internet advertising and marketing services to our SME clients. As a result, starting from the second fiscal quarter of 2015, the performance of our internet advertising segment was improved, along with eliminating smaller clients, the number of larger customers served by us continued to increase, and our client’s average consumption amount for our internet advertising services was also increased as compare with that in the same period of last year. We also continue to invest in developing new service modules for our clients, and we believe that launch of new services in future periods will help to increase our market penetration in the SME segment, thereby increasing our recurring revenues in the future.

l Revenues generated from technical services offered by Rise King WFOE were US$0.30 million and US$0.08 million for the nine and three months ended September 30, 2015, compared to US$0.56 million and US$0.33 million for the same periods in 2014, respectively.

l Search engine marketing services were introduced to our clients in the second fiscal quarter of 2014. Revenue generated from search engine marketing services for the nine and three months ended September 30, 2015 was approximately US$8.53 million and US$2.89 million, respectively, compared to US$8.14 million and US$5.03 million for the same periods of last year respectively. This enhanced third-party search engine marketing service is designed to help our clients select the most effective key words and to prioritize the ranking of the anticipated search engine results on selected key words in order to increase the sales lead conversion rate for our clients’ business promotion on both mobile and PC searches. Management believes this service is an effective supplement to the internet advertising services provided to our clients, and will help increase the overall satisfaction on our services. However, due to the relative low margin and the potential barrier may be set by the key search engine for this services, management is shifting efforts to combine this services with other value added services to encourage the SMEs clients to use our comprehensive internal advertising services as discussed above. As a result, the search engine marketing services revenues decreased for the three months ended September 30, 2015 as compared to that for the same period last year.

l Our TV advertising revenue decreased to US$1.10 million and US$0.02 million for the nine and three months ended September 30, 2015, respectively, compared to US$4.81 million and US$1.81 million for the same periods in 2014, respectively. The decrease in our TV advertising revenue for the nine and three months ended September 30, 2015 was primarily due to the adoption of a restriction notice to TV shopping infomercials broadcasted in provincial satellite television station, issued by the SARFT in October 2013, which further restricts the content, air time and duration of these infomercials, as a result, the demand of TV advertising service from our clients decreased accordingly. We will continue to monitor our clients’ needs of the TV advertising services, work with our clients to develop non-TV shopping infomercials programs and improve the profitability of this business segment in future periods.

l For the nine months ended September 30, 2015 and 2014, we earned approximately US$0.16 million and US$0.21 million of revenue from the bank kiosk business segment, respectively. For the three months ended September 30, 2015 and 2014, we earned approximately US$0.02 million and US$0.07 million of revenue from the bank kiosk business segment, respectively. The bank kiosk advertising business is not intended to expand at the moment as management’s primary focus is expanding our internet business. It was not a significant contributor to revenue for the nine and three months ended September 30, 2015 or 2014. Management currently maintains this business without any expansion plans. Some of the technology used in this business unit will need to be fully integrated into the overall advertising and marketing platform.

l For the nine and three months ended September 30, 2015, we generated approximately US$0.21 million and US$0.05 million service revenue from our brand management and sales channel building segment, respectively, compared to US$0.82 million and US$0.22 million service revenue generated in the same periods of 2014, respectively. The decrease in revenue from this business segment was primarily due to the hesitation of our client’s investment in offline marketing expending due to the overall economic decline and uncertainty in China. Due to the slow recovery of economy and tightening of our clients’ advertising budget, we do not expect prompt recovery in this business segment in 2015. In order to improve the business performance in future periods, management is further enhancing the cross selling efforts of this business segment with our online advertising business segment to launch O2O business solutions in connection with brand management and developing solution.

Cost of revenues

Our cost of revenue consisted of costs directly related to the offering of our advertising services, technical services, marketing services and brand management and sales channel building services. The following table sets forth our cost of revenues, divided into six segments, by amount and gross profit ratio for the periods indicated, with inter-segment transactions eliminated:

(Amounts expressed in thousands of US dollars, except percentages)

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(Amounts expressed in thousands of US dollars, except percentages)

Cost of revenues: Our total cost of revenues decreased to US$19.36 million for the nine months ended September 30, 2015 from US$22.48 million for the same period in 2014. For the three months ended September 30, 2015, our total cost of revenues decreased to US$7.07 million from US$10.0 million for the same period in 2014. Our cost of revenues related to advertising and marketing services we provided primarily consists of internet resources purchased from key search engines and technical services providers related to lead generation, sponsored search, TV advertisement time costs purchased from TV stations and direct labor cost associated with providing services. The decrease in our cost of revenues was in line with the decrease in our total revenues.

l For internet advertisement, cost associated with obtaining internet resources was the largest component of our cost of revenue, accounting for over 80% of our total internet advertisement cost of sales. We purchased these internet resources from other well-known search engines and portal websites in China, such as: Baidu, Qihu 360 and Sohu (Sogou). The purchase of these internet resources in large volumes allowed us to negotiate discounts with our suppliers. For the nine months ended September 30, 2015 and 2014, our total cost of sales for internet advertising was US$9.47 million and US$9.66 million, respectively. For the three months ended September 30, 2015 and 2014, our total cost of sales for internet advertising was US$3.81 million and US$3.29 million, respectively. For the nine and three months ended September 30, 2015, we also accrued an approximately US$0.41 million contingent additional internet resources cost that might be charged by our supplier due to the fact that more likely than not we may not able to meet the minimum consumption amount requirement set forth in the purchase contract. For the nine and three months ended September 30, 2015, excluding the contingent additional cost accrued, the gross margin for our internet advertising revenue was both 31%, compared to 26% and 29% for the same periods of last year, respectively. Under the circumstance that the contingent additional cost were actually charged by the suppliers as estimated in future period, the gross margin of our internet advertising revenue would decrease to 28% and 23% for the nine and three months ended September 30, 2015, respectively. Management is currently making great efforts to reduce the contingent additional cost through effective negotiation with the supplier and internal incentives to stimulate the sales growth.

l Costs for search engine marketing services were direct internet resource costs consumed for search engine marketing services provided to clients as described above. We normally charge our clients service fees for this service as a certain percentage of the related direct cost consumed. Gross margin of this service for the nine and three months ended September 30, 2015 and 2014 was approximately 3%.

l TV advertisement time cost is the largest component of cost of revenue for TV advertisement revenue. We purchase TV advertisement time from provincial satellite TV stations in China and resell it to our TV advertisement clients. Our TV advertisement time cost was approximately US$1.06 million and US$4.47 million for the nine months ended September 30, 2015 and 2014, respectively. For the three months ended September 30, 2015 and 2014, our TV advertisement time cost was approximately US$0.02 million and US$1.70 million, respectively. The fluctuations of our total TV advertisement time cost were consistent with the fluctuations of our TV advertising revenue for the nine and three months ended September 30, 2015, compared to the same periods of 2014, respectively, as discussed above. Gross margin of this business segment was 4% and 11% for the nine and three months ended September 30, 2015, respectively, compared to 7% and 6% for the nine and three months ended September 30, 2014, respectively.

l Cost recognized for brand management and sales channel building business segment primarily consisted of director labor cost for providing these services to our clients and other related direct cost.

Gross Profit

As a result of the foregoing, our gross profit was US$4.66 million and US$5.13 million for the nine months ended September 30, 2015 and 2014, respectively. For the three months ended September 30, 2015 and 2014, our gross profit was US$1.48 million and US$2.07 million, respectively. Our overall gross margin was both 19% for the nine months ended September 30, 2015 and 2014, and was both 17% for the three months ended September 30, 2015 and 2014.

Operating Expenses and Net Loss

Our operating expenses consist of sales and marketing expenses, general and administrative expenses and research and development expenses. The following tables set forth our operating expenses, divided into their major categories by amount and as a percentage of our total revenues for the periods indicated.

(Amounts expressed in thousands of US dollars, except percentages)

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(Amounts expressed in thousands of US dollars, except percentages)

Operating Expenses: Our operating expenses (excluding gain on disposal of VIE) increased to US$10.75 million for the nine months ended September 30, 2015 from US$8.53 million for the same period of 2014. For the three months ended September 30, 2015, our operating expenses (excluding gain on disposal of VIE) increased to US$4.13 million from US$3.54 million for the same period of 2014.

l Sales and marketing expenses: Sales and marketing expenses decreased to US$3.46 million for the nine months ended September 30, 2015 from US$4.09 million for the same period of 2014. For the three months ended September 30, 2015, sales and marketing expense decreased to US$1.21 million, compared to US$2.0 million for the same period last year. Our sales and marketing expenses primarily consist of advertising expenses for brand development that we pay to different media outlets for the promotion and marketing of our advertising web portals, other advertising and promotional expenses, website server hosting and broadband leasing expenses, staff salaries, staff benefits, performance bonuses, travelling expenses, communication expenses and other general office expenses of our sales department. For the nine months ended September 30, 2015, the change in our selling expenses was primarily due to the following reasons: (1) the decrease in staff salary, bonus, employee related benefit expenses and other general selling expenses, such as travelling expenses, business and entertainment expenses and communication expenses of approximately US$0.24 million, due to decrease in number of sales staff and sales performance as compared with the same period last year; (2) the increase in website server hosting, broadband leasing and website performance analysis expense of approximately US$0.28 million; and (3) the decrease in brand marketing expenses of approximately US$0.67 million. For the three months ended September 30, 2015, the decrease in our sales and marketing expenses were primarily due to the decrease in brand marketing expenses of approximately US$0.92 million as compared to the same period last year.

l General and administrative expenses: General and administrative expenses increased to US$5.64 million for the nine months ended September 30, 2015 from US$3.02 million for the same period of 2014. For the three months ended September 30, 2015, our general and administrative expenses increased to US$2.33 million from US$1.01 million for the same period last year. Our general and administrative expenses primarily consist of salaries and benefits for management, accounting and administrative personnel, office rentals, depreciation of office equipment, professional service fees, maintenance, utilities and other office expenses. For the nine months ended September 30, 2015, the change in our general and administrative expenses was primarily due to the following reasons: (1) the increase in general administrative expenses, such as: professional service expenses, staff salary and benefit expenses and office expenses of approximately US$0.78 million; (2) allowance for doubtful accounts increased US$0.23 million, and (3) the increase in share-based compensation expense of approximately US$1.61 million, which was related to the restricted common stock and common stock purchase options awarded to executive officers, employees and director in December 2014 and September 2015. For the three months ended September 30, 2015, the reasons for the increase in our general and administrative expenses were similar to those discussed for the nine months ended September 30, 2014.

l Research and development expenses: Research and development expenses were US$1.66 million and US$1.42 million for the nine months ended September 30, 2015 and 2014, respectively. For the three months ended September 30, 2015 and 2014, research and development expenses were US$0.59 million and US$0.53 million, respectively. Our research and development expenses primarily consist of salaries and benefits for the research and development staff, equipment depreciation expenses, and office utilities and supplies allocated to our research and development department.

Gain on disposal of VIE: For the nine and three months ended September 30, 2014, we recognized a gain of approximately US$0.27 million related to disposal of a former consolidated VIE during the period.

Loss from operations: As a result of the foregoing, for the nine months ended September 30, 2015 and 2014, our loss from operations was approximately US$6.10 million and US$3.14 million, respectively. For the three months ended September 30, 2015 and 2014, our loss from operations was approximately US$2.66 million and US$1.20 million, respectively.

Interest income: For the nine and three months ended September 30, 2015 and 2014, interest income we earned was primarily contributed from the term deposit we placed in one of the major financial institutions in the PRC.

Interest expense: For the nine and three months ended September 30, 2015 and 2014, interest expenses we paid were primarily related to the short-term bank loan we borrowed from a major financial institution in the PRC to supplement our short-term working capital needs, which expired on September 29, 2015.

Loss before income tax expense, equity method investments and noncontrolling interests: As a result of the foregoing, for the nine months ended September 30, 2015 and 2014, our loss before income tax expense, equity method investments and noncontrolling interests was approximately US$6.03 million and US$3.10 million respectively. Our loss before income tax expense, equity method investments and noncontrolling interests was approximately US$2.65 million and US$1.18 million for the three months ended September 30, 2015 and 2014, respectively.

Income Tax benefit: We recognized a net income tax benefit of approximately US$0.72 million and US$0.40 million for the nine and three months ended September 30, 2015, respectively. For the nine months ended September 30, 2015, current income tax expense was approximately US$0.002 million. For the three months ended September 30, 2015, we reversed approximately US$0.002 million current income tax expenses accrued in previous quarter due to decrease in pre-tax income during the period. For the nine months ended September 30, 2015, our deferred income tax benefit was approximately US$0.72 million, of which approximately US$0.11 million was in relation to the amortization expenses of the intangible assets identified in the acquisition transactions consummated in previous years, and approximately US$0.61 million was in relation to the net operating loss incurred by our PRC operating VIEs for the period, which we consider likely to be able to be utilized with respect to future earnings of the entities to which the operating losses relate. For the three months ended September 30, 2015, our deferred income tax benefit was approximately US$0.40 million, of which approximately US$0.04 million was in relation to the amortization expenses of the intangible assets identified in the acquisition transactions consummated in previous years, and approximately US$0.36 million was in relation to the net operating loss incurred by our PRC operating VIEs for the period, which we consider likely to be able to be utilized with respect to future earnings of the entities to which the operating losses relate.

We recognized a net income tax benefit of approximately US$0.04 million and US$0.16 million for the nine and three months ended September 30, 2014, respectively. For the nine and three months ended September 30, 2014, current income tax expense was approximately US$0.38 million and US$0.003 million, respectively. For the nine months ended September 30, 2014, our net income tax benefit included an approximately US$0.42 million deferred income tax benefit, of which approximately US$0.17 million was in relation to the amortization expenses of the intangible assets identified in the acquisition transactions consummated in previous years and approximately US$0.25 million was in relation to the net operating loss incurred by our PRC operating VIEs for the period, which we consider likely to be able to be utilized with respect to future earnings of the entities to which the operating losses relate. For the three months ended September 30, 2014, our net income tax benefit also included an approximately US$0.16 million deferred income tax benefit, of which approximately US$0.06 million was in relation to the amortization expenses of the intangible assets identified in the acquisition transactions consummated in previous years and approximately US$0.10 million was in relation to the net operating loss incurred by our PRC operating VIEs, which we consider likely to be able to be utilized with respect to future earnings of the entities to which the operating losses relate.

Loss before equity method investments and noncontrolling interests: As a result of the foregoing, our loss before equity method investments and noncontrolling interests was approximately US$5.31 million and US$3.06 million for the nine months ended September 30, 2015 and 2014, respectively. Our loss before equity method investments and noncontrolling interests was approximately US$2.25 million US$1.02 million for the three months ended September 30, 2015 and 2014, respectively.

Share of (losses)/income in equity investment affiliates: For the nine and three months ended September 30, 2015 and 2014, we beneficially own 23.18% and 25.5% equity interest in Shenzhen Mingshan and Zhao Shang Ke Hubei, respectively. Accordingly, for the nine and three months ended September 30, 2015, we recognized our pro-rata shares of losses in Shenzhen Mingshan of approximately US$0.002 million and US$0.004 million, respectively. We did not recognize any of our pro-rata shares of loss in Zhao Shang Ke Hubei, because the amounts were immaterial. For the nine and three months ended September 30, 2014, we recognized our pro-rata share of income in Zhao Shang Ke Hubei of approximately US$0.05 million and US$0.11 million, respectively, and recognized our pro-rata share of loss in Shenzhen Mingshan of approximately US$0.002 and US$nil, respectively. Given the foregoing, net amount of income in equity investment affiliates recognized was US$0.05 million and US$0.11 million for the nine and three months ended September 30, 2014, respectively.

Net loss: As a result of the foregoing, our net loss incurred for the nine months ended September 30, 2015 and 2014 was approximately US$5.31 million and US$3.01 million, respectively. Our net loss incurred for the three months ended September 30, 2015 and 2014 was approximately US$2.26 million and US$0.92 million, respectively.

Net loss attributable to noncontrolling interests: Beijing Chuang Fu Tian Xia was 51% owned by Business Opportunity Online upon incorporation. For the nine months ended September 30, 2015 and 2014, net loss allocated to the noncontrolling interest of Beijing Chuang Fu Tian Xia was approximately US$0.23 million and US$0.10 million, respectively. For the three months ended September 30, 2015 and 2014, net loss allocated to the noncontrolling interests of Beijing Chuang Fu Tian Xia was approximately US$0.17 million and US$0.01 million, respectively.

Net loss attributable to ChinaNet Online Holdings, Inc.: Total net loss as adjusted by the net loss attributable to the noncontrolling interest shareholders as discussed above yields the net loss attributable to ChinaNet Online Holdings, Inc. Net loss attributable to ChinaNet Online Holdings, Inc. was approximately US$5.08 million and US$2.91 million for the nine months ended September 30, 2015 and 2014, respectively. Net loss attributable to ChinaNet Online Holdings, Inc. was approximately US$2.08 million and US$0.91 million for the three months ended September 30, 2015 and 2014, respectively.

B. LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents represent cash on hand and deposits held at call with banks. We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of September 30, 2015, we had cash and cash equivalents of approximately US$1.3 million. We also had approximately US$3.3 million of term deposit placed in one of the major financial institutions in China which will mature in July 2016.

Our liquidity needs include (i) net cash used in operating activities that consists of (a) cash required to fund the initial build-out and continued expansion of our network and (b) our working capital needs, which include deposits and advance payments to TV advertising slots and internet resource providers, payment of our operating expenses and financing of our accounts receivable; and (ii) net cash used in investing activities that consist of the payment for acquisitions to further expand our business and client base, investment in software technologies to enhance the functionality of the management tools provided by our advertising portals and our general network securities, and investment in other general office equipment. To date, we have financed our liquidity need primarily through proceeds from operating activities we generated. Our existing cash is adequate to fund operations for the next 12 months.

The following table provides detailed information about our net cash flow for the periods indicated:

Amounts in thousands of US dollars

Net cash provided by/(used in) operating activities:

For the nine months ended September 30, 2015, our net cash provided by operating activities of approximately US$1.27 million were primarily attributable to:

(1) net loss of US$5.31 million, adjusted by excluding an approximately US$0.72 million net deferred income tax benefit, a US$1.31 million non-cash expenses of depreciation, amortization, a US$1.64 million share-based compensation expenses and a US$0.17 million allowance for doubtful accounts and written-off other long-term assets, yielded the non-cash items excluded net loss of approximately US$2.91 million;

(2) the receipt of cash from operations from changes in operating assets and liabilities such as:

• other receivable decreased by approximately US$1.91 million, primarily due to the partial collection of the TV advertisement deposit and prepayment receivable related to a contract expired on December 31, 2014;
• prepayment and deposit to suppliers decreased by approximately US$2.10 million, primarily due to decrease in contractual deposit amount paid to internet resources providers in 2015 as compared to that in 2014;
• advance from customers increased by approximately US$1.44 million;
• accruals and other payables increased by approximately US$0.22 million and
• we recognized an approximately US$0.42 million contingent liabilities related to possible additional internet resources cost that might be charged by the supplier due to the fact that more likely than not we may not able to meet the minimum consumption amount requirement set forth in the purchase contract.

(3) offset by the use from operations from changes in operating assets and liabilities such as:

• accounts receivable and due from related parties for advertising services provided increased by approximately US$1.80 million;
• accounts payable decreased by approximately US$0.05 million,
• taxes payable decreased by approximately US$0.03 million and
• other current assets increased by approximately US$0.03 million.

For the nine months ended September 30, 2014, our net cash used in operating activities of approximately US$0.96 million were primarily attributable to:

(1) net loss of US$3.01 million, adjusted by excluding an approximately US$0.42 million net deferred income tax benefit, a US$1.06 million non-cash expenses of depreciation, amortizations, share-based compensation and our share of gain in equity investment affiliates, a US$0.27 million gain on disposal of VIE and a reversal of approximately US$0.12 million allowance for doubtful accounts, yielded the non-cash items excluded net loss of approximately US$2.76 million;

(2) the receipt of cash from operations from changes in operating assets and liabilities such as:

• accounts receivable and due from related parties for the advertising services provided decreased by approximately US$4.49 million;
• other receivable decreased by approximately US$1.84 million, primarily due to the partial collection of the marketing-related loan made for the production of the TV series “Xiao Zhan Feng Yun”, loan to unrelated entities and receivables on disposal of VIEs;
• accounts payable and other payables increased by approximately US$0.39 million;
• advance from customers increased by approximately US$0.46 million and
• taxes payable increased by approximately US$0.11 million.

(3) offset by the use from operations from changes in operating assets and liabilities such as:

• deposit and prepayment to suppliers increased by approximately US$5.25 million for the purchasing of internet resources and TV advertising slots;
• accruals decreased by approximately US$0.19 million, and
• other current assets increased by approximately US$0.06 million.

Net cash used in investing activities:

For the nine months ended September 30, 2015, our cash used in investing activities included the following transactions: (1) we spent approximately US$0.31 million for the purchase of general office equipment and expenditures on leasehold improvements; (2) we paid approximately US$2.80 million to settle the remaining balance related to the purchasing of software technology, which transaction consummated in December 2014 and US$1.08 million for purchasing of software products related to cloud video management system; and (3) we made investments of approximately US$0.19 million in the aggregate to our cost/equity method investees during the period. In the aggregate, these transactions resulted in a net cash outflow from investing activities of approximately US$4.37 million for the nine months ended September 30, 2015.

For the nine months ended September 30, 2014, our cash used in investing activities included the following transactions: (1) we spent approximately US$0.24 million for purchase of general office equipment and decoration of a new established office; (2) we prepaid approximately US$0.85 million for the development of software systems related to internet environment monitoring and system optimization, of which US$0.78 million will be refunded due to termination of the contract in early November 2015; (3) we collected approximately US$0.67 million of short-term loan that we lent to an unrelated entity in last year; and (4) the cash effect of deconsolidation of a VIE in late August 2014 of approximately US$0.36 million. In the aggregate, these transactions resulted in a net cash outflow from investing activities of approximately US$0.78 million for the nine months ended September 30, 2014.

Net cash provided by financing activities:

For the nine months ended September 30, 2015, our cash provided by financing activities included the following transactions: (1) we repaid our short-term bank loan of approximately US$0.81 million that matured on September 29, 2015; (2) we received approximately US$0.99 million guarantee payment and prepayment from two of our new investors in relation to the security purchase agreements we entered into with them in May 2015; and (3) we repaid approximately US$0.08 million to the noncontrolling interest of one of our VIEs in relation to the working capital loan we borrow from the noncontrolling interest in previous year. In the aggregate, these transactions resulted in a net cash inflow from financing activities of approximately US$0.10 million for the nine months ended September 30, 2015.

For the nine months ended September 30, 2014, our cash provided by financing activities included the following transactions: (1) we repaid our short-term bank loan of approximately US$0.81 million that matured on July 31, 2014; (2) we renewed the short-term bank loan of approximately US$0.81 million on September 30, 2014, which would expire on September 29, 2015; (3) we borrowed approximately US$0.72 million from the noncontrolling interest of one of our VIEs to supplement the short-term working capital needs of this VIE; (4) we repaid approximately US$0.02 million during the period to this noncontrolling interest of our VIE; and (5) we repaid approximately US$0.49 million to our former VIE, which was disposed in late August 2014. In the aggregate, these transactions resulted in a net cash inflow from financing activities of approximately US$0.21 million for the nine months ended September 30, 2014.

Restricted Net Assets

As most of our operations are conducted through our PRC subsidiary and VIEs, our ability to pay dividends is primarily dependent on receiving distributions of funds from our PRC subsidiary and VIEs. Relevant PRC statutory laws and regulations permit payments of dividends by our PRC subsidiary and VIEs only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations and after it has met the PRC requirements for appropriation to statutory reserves. Paid in capital of the PRC subsidiary and VIEs included in our consolidated net assets are also not distributable for dividend purposes.

In accordance with the PRC regulations on Enterprises with Foreign Investment, a WFOE established in the PRC is required to provide certain statutory reserves, namely general reserve fund, the enterprise expansion fund and staff welfare and bonus fund which are appropriated from net profit as reported in the enterprise’s PRC statutory accounts. A WFOE is required to allocate at least 10% of its annual after-tax profit to the general reserve until such reserve has reached 50% of its registered capital based on the enterprise’s PRC statutory accounts. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the board of directors. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. Rise King WFOE is subject to the above mandated restrictions on distributable profits. Additionally, in accordance with the Company Law of the PRC, a domestic enterprise is required to provide a statutory common reserve of at least 10% of its annual after-tax profit until such reserve has reached 50% of its registered capital based on the enterprise’s PRC statutory accounts. A domestic enterprise is also required to provide for a discretionary surplus reserve, at the discretion of the board of directors. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. All of our PRC VIEs are subject to the above mandated restrictions on distributable profits.

As a result of these PRC laws and regulations, our PRC subsidiary and VIEs are restricted in their ability to transfer a portion of their net assets to us. As of September 30, 2015 and December 31, 2014, net assets restricted in the aggregate, which includes paid-in capital and statutory reserve funds of our PRC subsidiary and VIEs that are included in our consolidated net assets, was approximately US$7.7 million and US$7.3 million, respectively.

The current PRC Enterprise Income Tax (“EIT”) Law also imposed a 10% withholding income tax for dividends distributed by a foreign invested enterprise to its immediate holding company outside China. A lower withholding tax rate will be applied if there is a tax treaty arrangement between mainland China and the jurisdiction of the foreign holding company. Holding companies in Hong Kong, for example, will be subject to a 5% rate.

The ability of our PRC subsidiaries to make dividends and other payments to us may also be restricted by changes in applicable foreign exchange and other laws and regulations.

Foreign currency exchange regulation in China is primarily governed by the following rules:

l Foreign Exchange Administration Rules (1996), as amended in August 2008, or the Exchange Rules;

l Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), or the Administration Rules.

Currently, under the Administration Rules, Renminbi is freely convertible for current account items, including the distribution of dividends, interest payments, trade and service related foreign exchange transactions, but not for capital account items, such as direct investments, loans, repatriation of investments and investments in securities outside of China, unless the prior approval of the State Administration of Foreign Exchange (the “SAFE”) is obtained and prior registration with the SAFE is made. Foreign-invested enterprises like Rise King WFOE that need foreign exchange for the distribution of profits to its shareholders may effect payment from their foreign exchange accounts or purchase and pay foreign exchange rates at the designated foreign exchange banks to their foreign shareholders by producing board resolutions for such profit distribution. Based on their needs, foreign-invested enterprises are permitted to open foreign exchange settlement accounts for current account receipts and payments of foreign exchange along with specialized accounts for capital account receipts and payments of foreign exchange at certain designated foreign exchange banks.

Although the current Exchange Rules allow the convertibility of Chinese Renminbi into foreign currency for current account items, conversion of Chinese Renminbi into foreign exchange for capital items, such as foreign direct investment, loans or securities, requires the approval of SAFE, which is under the authority of the People’s Bank of China. These approvals, however, do not guarantee the availability of foreign currency conversion. We cannot be sure that it will be able to obtain all required conversion approvals for our operations or the Chinese regulatory authorities will not impose greater restrictions on the convertibility of Chinese Renminbi in the future. Currently, most of our retained earnings are generated in Renminbi. Any future restrictions on currency exchanges may limit our ability to use retained earnings generated in Renminbi to make dividends or other payments in U.S. dollars or fund possible business activities outside China.

As of September 30, 2015 and December 31, 2014, there were approximately US$26.6 million and US$30.8 million retained earnings in the aggregate, respectively, which were generated by our PRC subsidiary and VIEs in Renminbi included in our consolidated net assets, aside from US$2.8 million statutory reserve funds as of September 30, 2015 and December 31, 2014, that may be affected by increased restrictions on currency exchanges in the future and accordingly may further limit our PRC subsidiary’s or VIEs’ ability to make dividends or other payments in U.S. dollars to us, in addition to the approximately US$7.7 million and US$7.3 million restricted net assets as of September 30, 2015 and December 31, 2014, respectively, as discussed above.

C. OFF-BALANCE SHEET ARRANGEMENTS

None.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal accounting and financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2015, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this report, the Company’s disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the third fiscal quarter of 2015 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.