UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR
15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2021
Commission File Number 001-37593
BORQS TECHNOLOGIES, INC.
(Translation of registrant’s name into English)
Suite 309, 3/F
Dongfeng KASO
Dongfengbeiqiao, Chaoyang District
Beijing 100016, China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
☐.
Note: Regulation S-T Rule 101(b)(1) only permits the
submission in paper of a Form 6-K if submitted solely to provide an
attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):
☐.
Note: Regulation S-T Rule 101(b)(7) only permits the
submission in paper of a Form 6-K if submitted to furnish a report
or other document that the registrant foreign private issuer must
furnish and make public under the laws of the jurisdiction in which
the registrant is incorporated, domiciled or legally organized (the
registrant’s “home country”), or under the rules of the home
country exchange on which the registrant’s securities are traded,
as long as the report or other document is not a press release, is
not required to be and has not been distributed to the registrant’s
security holders, and, if discussing a material event, has already
been the subject of a Form 6-K submission or other Commission
filing on EDGAR.
This Report on Form 6-K is hereby incorporated by reference into
the registrant’s Registration Statement on Form S-8 (File No.
333-257470), to be a part thereof from the date on which this
report is submitted, to the extent not superseded by documents or
reports subsequently filed or furnished.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
As required by Nasdaq Rule 5250(c)(2), Borqs Technologies Inc. (the
“Company”) hereby submits its interim balance sheet and income
statement for its second quarter ended on June 30, 2021, and this
submission is made within six months following the end of the said
quarterly period. The consolidated financial statements contained
herein are unaudited and prepared by management of the Company.
BORQS TECHNOLOGIES, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands of US dollar (“US$”), unless otherwise
stated)
|
|
As of June 30, |
|
|
|
2020 |
|
|
2021 |
|
|
|
US$ |
|
|
US$ |
|
ASSESTS |
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
Cash
and cash equivalents |
|
|
1,199 |
|
|
|
8,792 |
|
Accounts
receivable |
|
|
3,289 |
|
|
|
3,258 |
|
Inventories -
net |
|
|
4,209 |
|
|
|
12,787 |
|
Prepaid expenses
and other current assets, net |
|
|
20,728 |
|
|
|
12,603 |
|
Current assets held for sale |
|
|
5,852 |
|
|
|
- |
|
Total
current assets |
|
|
35,277 |
|
|
|
37,440 |
|
Non-current
assets: |
|
|
|
|
|
|
|
|
Property and
equipment, net |
|
|
158 |
|
|
|
255 |
|
Intangible assets,
net |
|
|
7,859 |
|
|
|
2,830 |
|
Right of Use
Asset |
|
|
632 |
|
|
|
681 |
|
Deferred tax
assets |
|
|
969 |
|
|
|
974 |
|
Non-current assets held for sale |
|
|
10,876 |
|
|
|
- |
|
Total
non-current assets |
|
|
20,494 |
|
|
|
4,740 |
|
Total
assets |
|
|
55,771 |
|
|
|
42,180 |
|
LIABILITIES AND
SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Current
liabilities: |
|
|
|
|
|
|
|
|
Accounts
payable |
|
|
22,171 |
|
|
|
7,157 |
|
Accrued expenses
and other payables |
|
|
30,674 |
|
|
|
15,242 |
|
Advances from
customers |
|
|
5,314 |
|
|
|
4,534 |
|
Lease Liabilities-
current |
|
|
818 |
|
|
|
681 |
|
Amount due to
related parties-current |
|
|
3,484 |
|
|
|
3,133 |
|
Income tax
payable |
|
|
1,410 |
|
|
|
266 |
|
Long-term
institution borrowings - current portion |
|
|
11,750 |
|
|
|
- |
|
Current liabilities held for sale |
|
|
17,117 |
|
|
|
- |
|
Total
current liabilities |
|
|
92,738 |
|
|
|
31,013 |
|
Non-current
liabilities: |
|
|
|
|
|
|
|
|
Unrecognized tax
benefits |
|
|
1,987 |
|
|
|
2,146 |
|
Deferred tax
liability |
|
|
1,832 |
|
|
|
950 |
|
Deferred
revenues |
|
|
-
|
|
|
|
-
|
|
Other non-current
liabilities |
|
|
-
|
|
|
|
-
|
|
Long-term
payable |
|
|
119 |
|
|
|
217 |
|
Deferred government
grants |
|
|
- |
|
|
|
247 |
|
Non-current liabilities held for sale |
|
|
1,724 |
|
|
|
- |
|
Total
non-current liabilities |
|
|
5,662 |
|
|
|
3,560 |
|
Total
liabilities |
|
|
98,400 |
|
|
|
34,573 |
|
Commitments and
contingencies |
|
|
|
|
|
|
|
|
Shareholders’
equity |
|
|
|
|
|
|
|
|
Ordinary shares |
|
|
|
|
|
|
|
|
Additional paid-in
capital |
|
|
174,941 |
|
|
|
232,932 |
|
Subscription
receivables |
|
|
(15,287 |
) |
|
|
(19,367 |
) |
Statutory
reserve |
|
|
2,097 |
|
|
|
1,872 |
|
Accumulated
deficit |
|
|
(199,358 |
) |
|
|
(207,717 |
) |
Accumulated other comprehensive loss |
|
|
(1,407 |
) |
|
|
- |
|
Total Borqs
Technologies, Inc. shareholders’ equity |
|
|
(39,014 |
) |
|
|
7,720 |
|
Noncontrolling interest |
|
|
(3,615 |
) |
|
|
(113 |
) |
Total
shareholders’ equity |
|
|
(42,629 |
) |
|
|
7,607 |
|
Total
liabilities and shareholders’ equity |
|
|
55,771 |
|
|
|
42,180 |
|
BORQS TECHNOLOGIES, INC.
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
(Amounts in thousands of US$, unless otherwise stated)
|
|
For the six months ended
June 30, |
|
|
|
2020 |
|
|
2021 |
|
|
|
US$ |
|
|
US$ |
|
Net revenues: |
|
|
|
|
|
|
Software |
|
|
4,804 |
|
|
|
5,490 |
|
Hardware |
|
|
6,212 |
|
|
|
7,007 |
|
|
|
|
|
|
|
|
|
|
Total
net revenues |
|
|
11,016 |
|
|
|
12,497 |
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
|
|
|
|
|
|
|
|
Software |
|
|
(3,568 |
) |
|
|
(4,216 |
) |
Hardware |
|
|
(5,964 |
) |
|
|
(6,501 |
) |
Total
cost of revenues |
|
|
(9,532 |
) |
|
|
(10,717 |
) |
|
|
|
|
|
|
|
|
|
Total gross (loss)
profit |
|
|
1,484 |
|
|
|
1,780 |
|
|
|
|
|
|
|
|
|
|
Operating
expenses: |
|
|
|
|
|
|
|
|
Sales and marketing
expenses |
|
|
(375 |
) |
|
|
(218 |
) |
General and
administrative expenses |
|
|
(14,086 |
) |
|
|
(24,743 |
) |
Research and
development expenses |
|
|
(3,471 |
) |
|
|
(3,285 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating
expenses |
|
|
(17,932 |
) |
|
|
(28,246 |
) |
|
|
|
|
|
|
|
|
|
Other
operating income |
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Operating income
(loss) |
|
|
(16,448 |
) |
|
|
(26,466 |
) |
|
|
|
|
|
|
|
|
|
Interest
income |
|
|
14 |
|
|
|
3 |
|
Interest
expense |
|
|
(1,473 |
) |
|
|
(2,694 |
) |
Other income |
|
|
4 |
|
|
|
31 |
|
Other expense |
|
|
(12 |
) |
|
|
(219 |
) |
Foreign exchange income (loss) |
|
|
207 |
|
|
|
(222 |
) |
|
|
|
|
|
|
|
|
|
Income (loss) from
continuing operations, before income taxes |
|
|
(17,708 |
) |
|
|
(29,567 |
) |
|
|
|
|
|
|
|
|
|
Income
tax (expense) benefit |
|
|
6 |
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss) from continuing operations |
|
|
(17,702 |
) |
|
|
(29,567 |
) |
Discontinued
operation |
|
|
|
|
|
|
|
|
(Loss) income from
operations of discontinued entities |
|
|
(3,031 |
) |
|
|
-
|
|
Income
tax benefit (expense) |
|
|
-
|
|
|
|
|
|
Net
(Loss) income on discontinued operations |
|
|
(3,031 |
) |
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss) |
|
|
(20,733 |
) |
|
|
(29,567 |
) |
|
|
|
|
|
|
|
|
|
Less: Net
income (loss) attributable to noncontrolling interest |
|
|
(1,047 |
) |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
Net
income (loss) attributable to Borqs Technologies, Inc. |
|
|
(19,686 |
) |
|
|
(29,568 |
) |
Summary discussions on
the results of the first half of 2021.
Due to the completion of the sale of our Mobile Virtual Network
Operator (“MVNO”) Business Unit on October 29, 2020, the Company no
longer has a variable interest equity (“VIE”) in its operations as
of December 31, 2020 and also there were no assets or liabilities
held for sale for the interim period ended June 30, 2021.
Our revenue for the six months ended June 30, 2021 was $12.5
million as compared to $11.0 million for the same period of 2020.
The increase in general and administrative expenses in the first
half of 2021 was due to stock-based compensation that the Company
incurred in lieu of cash payments; and the low levels of sales in
2021, and also in 2020, were due to the negative effects of the
COVID-19 global pandemic which directly impacted our business
activities and hampered our working capital, when some of our
customers significant reduced order from the pre-pandemic levels
while some factories and suppliers in China that we worked with
were closed during this period of time.
Geographically, our sales were mainly from the U.S., India and
Europe. For the interim period ended June 30, 2021, our customers
in the U.S., India, Europe and China accounted for 30.9%, 30.4%,
27.3% and 11.4% respectively.
The below table shows the reconciliation of EBITDA and Adjusted
EBITDA from the US-GAAP net losses for the interim periods ended
June 30, 2021.
|
|
For
the six months ended |
|
|
|
June 30 |
|
|
|
2020 |
|
|
2021 |
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations |
|
|
(17,702 |
) |
|
|
(29,567 |
) |
|
|
|
|
|
|
|
|
|
Income tax
(expense) benefit |
|
|
6 |
|
|
|
-
|
|
Interest
expense |
|
|
(1,459 |
) |
|
|
(2,691 |
) |
Depreciation and
amortization |
|
|
(1,615 |
) |
|
|
(706 |
) |
Other expense |
|
|
(8 |
) |
|
|
(188 |
) |
Foreign exchange gain (loss) |
|
|
207 |
|
|
|
(222 |
) |
|
|
|
|
|
|
|
|
|
EBITDA |
|
|
(14,833 |
) |
|
|
(25,760 |
) |
Impairment of intangible assets |
|
|
(1,375 |
) |
|
|
-
|
|
Non-recurring
project costs |
|
|
-
|
|
|
|
(76 |
) |
Stock based
compensation |
|
|
(10,699 |
) |
|
|
(19,326 |
) |
Stock
based financial expenses |
|
|
-
|
|
|
|
(3,556 |
) |
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA |
|
|
(2,760 |
) |
|
|
(2,802 |
) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
|
BORQS TECHNOLOGIES
INC. |
|
(registrant) |
|
|
Dated:
September 28, 2021 |
By: |
/s/ Anthony K. Chan |
|
|
Anthony K. Chan |
|
|
Chief Financial
Officer |
- 5 -
false --12-31 Q2 2021-06-30 0001650575
0001650575 2021-01-01 2021-06-30 0001650575 2020-06-30 0001650575
2021-06-30 0001650575 2020-01-01 2020-06-30
0001650575 country:US 2021-01-01 2021-06-30 0001650575 country:IN
2021-01-01 2021-06-30 0001650575 srt:EuropeMember 2021-01-01
2021-06-30 0001650575 country:CN 2021-01-01 2021-06-30 iso4217:USD
xbrli:pure iso4217:USD xbrli:shares