Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 07, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-35147 | |
Entity Registrant Name | Moatable, Inc. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 45 West Buchanan Street, | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85003 | |
City Area Code | 833 | |
Local Phone Number | 258-7482 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001509223 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
ADS | ||
Document and Entity Information | ||
Title of 12(b) Security | American depositary shares, each representing 45 Class A ordinary shares | |
Trading Symbol | MTBLY | |
Class A ordinary shares | ||
Document and Entity Information | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.001 per share* | |
Entity Common Stock, Shares Outstanding | 637,962,549 | |
Class B ordinary shares | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 170,258,970 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 33,774 | $ 33,913 |
Restricted cash | 5,113 | 5,056 |
Accounts receivable, net | 3,041 | 2,603 |
Amounts due from related parties | 670 | 684 |
Prepaid expenses and other current assets, net | 4,337 | 3,928 |
Total current assets | 46,935 | 46,184 |
Non-current assets | ||
Property and equipment, net | 6,155 | 6,157 |
Intangible assets, net | 457 | 727 |
Long-term investments | 13,728 | 15,733 |
Right-of-use assets | 623 | 744 |
Other non-current assets | 198 | 155 |
Total non-current assets | 21,161 | 23,516 |
TOTAL ASSETS | 68,096 | 69,700 |
Current liabilities | ||
Accounts payable | 1,759 | 2,064 |
Accrued expenses and other current liabilities | 10,673 | 10,557 |
Operating lease liabilities - current | 432 | 461 |
Amounts due to related parties | 626 | 655 |
Deferred revenue | 4,333 | 4,322 |
Income tax payable | 3,436 | 3,381 |
Total current liabilities | 21,259 | 21,440 |
Non-current liabilities | ||
Operating lease liabilities - non-current | 98 | 189 |
Total non-current liabilities | 98 | 189 |
TOTAL LIABILITIES | 21,357 | 21,629 |
Commitments and contingencies | ||
Shareholders' equity | ||
Treasury stock | (2,157) | (2,002) |
Additional paid in capital | 783,864 | 782,365 |
Accumulated deficit | (719,129) | (716,315) |
Statutory reserves | 6,712 | 6,712 |
Accumulated other comprehensive loss | (8,825) | (8,778) |
Total Moatable, Inc. shareholders' equity | 61,339 | 62,760 |
Non-controlling interest | (14,600) | (14,689) |
Total equity | 46,739 | 48,071 |
TOTAL LIABILITIES AND EQUITY | 68,096 | 69,700 |
Class A ordinary shares | ||
Shareholders' equity | ||
Ordinary shares | 704 | 608 |
Class B ordinary shares | ||
Shareholders' equity | ||
Ordinary shares | $ 170 | $ 170 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Class A ordinary shares | ||
Ordinary shares, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Ordinary shares, shares authorized (in shares) | 3,000,000,000 | 3,000,000,000 |
Ordinary shares, shares issued (in shares) | 703,529,281 | 607,424,941 |
Ordinary shares, shares outstanding (in shares) | 638,345,746 | 550,232,776 |
Class B ordinary shares | ||
Ordinary shares, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued (in shares) | 170,258,970 | 170,258,970 |
Ordinary shares, shares outstanding (in shares) | 170,258,970 | 170,258,970 |
Number of shares into which each Class B ordinary share is convertible | 1 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Total revenues | $ 14,023 | $ 12,149 |
Cost of revenues: | ||
Total cost of revenues | 3,316 | 2,723 |
Gross profit | 10,707 | 9,426 |
Operating expenses | ||
Selling and marketing | 3,787 | 4,896 |
Research and development | 4,458 | 4,902 |
General and administrative | 3,398 | 3,047 |
Impairment of intangible assets | 207 | |
Total operating expenses | 11,850 | 12,845 |
Loss from operations | (1,143) | (3,419) |
Other (expense) income, net | 34 | (23) |
Gain (Loss) from fair value change of a long-term investment | (1,488) | 8,276 |
Interest income | 362 | 356 |
Income (Loss) before provision of income tax and loss in equity method investments and non-controlling interest, net of tax | (2,235) | 5,190 |
Income tax expenses | (115) | |
Income (Loss) before loss in equity method investments and noncontrolling interest, net of tax | (2,350) | 5,190 |
Impairment on and income (loss) in equity method investments, net of tax | (491) | 144 |
Net income (loss) | (2,841) | 5,334 |
Net loss attributable to non-controlling interests | (27) | (636) |
Net income (loss) attributable to Moatable Inc. | $ (2,814) | $ 5,970 |
Net income (loss) per share attributable to Moatable Inc. shareholders: | ||
Basic | $ (0.004) | $ 0.005 |
Diluted | $ (0.004) | $ 0.005 |
Weighted average number of shares used in calculating net income (loss) per share attributable to Moatable Inc. shareholders: | ||
Basic | 719,825,245 | 1,143,950,029 |
Diluted | 719,825,245 | 1,240,257,189 |
SaaS revenue | ||
Revenues: | ||
Total revenues | $ 13,982 | $ 12,080 |
Cost of revenues: | ||
Total cost of revenues | 3,280 | 2,674 |
Other services | ||
Revenues: | ||
Total revenues | 41 | 69 |
Cost of revenues: | ||
Total cost of revenues | $ 36 | $ 49 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||
Net income (loss) | $ (2,841) | $ 5,334 |
Other comprehensive income (loss), net of tax | ||
Foreign currency translation, net of nil income taxes | (48) | 132 |
Net unrealized loss on available-for-sale investments, net of nil income taxes for the three months ended March 31, 2023 and 2024, respectively | (42) | |
Other comprehensive income (loss) | (48) | 90 |
Comprehensive income (loss) | (2,889) | 5,424 |
Less: total comprehensive loss attributable to non-controlling interest | (28) | (631) |
Comprehensive income (loss) attributable to Moatable Inc. | $ (2,861) | $ 6,055 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||
Foreign currency translation, net of income taxes | $ 0 | $ 0 |
Net unrealized gain on available-for-sale investments, net of tax | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Class A ordinary shares Ordinary shares | Class A ordinary shares Treasury stock | Class A ordinary shares Total Moatable Inc.'s equity (deficit) | Class A ordinary shares | Class B ordinary shares Ordinary shares | Treasury stock | Additional paid-in capital | Accumulated deficit | Statutory reserves | Accumulated other comprehensive loss | Total Moatable Inc.'s equity (deficit) | Non-controlling interest | Total |
Balance at Dec. 31, 2022 | $ 833 | $ 305 | $ 779,002 | $ (697,299) | $ 6,712 | $ (8,951) | $ 80,602 | $ (13,888) | $ 66,714 | ||||
Balance (in shares) at Dec. 31, 2022 | 832,736,562 | 305,388,450 | |||||||||||
Increase (Decrease) in Shareholders' Equity | |||||||||||||
Stock-based compensation | 644 | 644 | 121 | 765 | |||||||||
Unrealized loss on short-term investments | (42) | (42) | (42) | ||||||||||
Other comprehensive income (loss) | 127 | 127 | 5 | 132 | |||||||||
Repurchase of ordinary shares | $ (1,249) | (1,249) | $ (1,249) | ||||||||||
Repurchase of ordinary shares (in shares) | (30,549,690) | 678,882 | |||||||||||
Reclassification of additional paid in capital | 838 | (838) | |||||||||||
Exercise of share option and restricted shares vesting | $ 3 | 33 | 36 | $ 36 | |||||||||
Exercise of share option and restricted shares vesting (in shares) | 30,645,751 | ||||||||||||
Net income (loss) | 5,970 | 5,970 | (636) | 5,334 | |||||||||
Balance at Mar. 31, 2023 | $ 836 | $ 305 | $ (1,249) | 780,517 | (692,167) | 6,712 | (8,866) | 86,088 | (14,398) | 71,690 | |||
Balance (in shares) at Mar. 31, 2023 | 863,382,313 | 305,388,450 | (30,549,690) | ||||||||||
Balance at Dec. 31, 2023 | $ 608 | $ 170 | $ (2,002) | 782,365 | (716,315) | 6,712 | (8,778) | 62,760 | (14,689) | 48,071 | |||
Balance (in shares) at Dec. 31, 2023 | 607,424,941 | 170,258,970 | (57,192,165) | ||||||||||
Increase (Decrease) in Shareholders' Equity | |||||||||||||
Stock-based compensation | 555 | 555 | 117 | 672 | |||||||||
Other comprehensive income (loss) | (47) | (47) | (1) | $ (48) | |||||||||
Repurchase of ordinary shares | $ (155) | $ (155) | $ (155) | ||||||||||
Repurchase of ordinary shares (in shares) | (7,991,370) | 177,586 | |||||||||||
Exercise of share option and restricted shares vesting | $ 96 | 944 | 1,040 | $ 1,040 | |||||||||
Exercise of share option and restricted shares vesting (in shares) | 96,104,340 | ||||||||||||
Net income (loss) | (2,814) | (2,814) | (27) | (2,841) | |||||||||
Balance at Mar. 31, 2024 | $ 704 | $ 170 | $ (2,157) | $ 783,864 | $ (719,129) | $ 6,712 | $ (8,825) | $ 61,339 | $ (14,600) | $ 46,739 | |||
Balance (in shares) at Mar. 31, 2024 | 703,529,281 | 170,258,970 | (65,183,535) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (2,841) | $ 5,334 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Share-based compensation expense | 672 | 765 |
Impairment on and (loss) gain in equity method investments | 491 | (144) |
Amortization of the right-of-use assets | 107 | 165 |
Depreciation and amortization | 126 | 64 |
Impairment on intangible asset | 207 | |
Fair value change on long-term investment | 1,488 | (8,276) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (438) | (490) |
Prepaid expenses and other current assets | (409) | 31 |
Other non-current assets | (43) | |
Accounts payable | (305) | (1) |
Amounts due from/to related parties | 1 | |
Accrued expenses and other current liabilities | 116 | (50) |
Deferred revenue | 11 | (11) |
Operating lease liabilities | (123) | (215) |
Income tax payable | 55 | |
Net cash used in operating activities | (886) | (2,827) |
Cash flows from investing activities: | ||
Purchase of short-term investments | (305) | |
Dividend received from equity investment | 52 | |
Proceeds from disposal of equipment and property | 1 | |
Purchases of property and refurbishment construction | (106) | (811) |
Purchases of intangible assets | (25) | |
Net cash used in investing activities | (106) | (1,088) |
Cash flows from financing activities: | ||
Proceeds from exercise of share options | 1,040 | 36 |
Ordinary share buyback | (155) | (1,249) |
Dividend received from stipulation settlement | 2,630 | |
Net cash provided by financing activities | 885 | 1,417 |
Net decrease in cash and cash equivalents and restricted cash | (107) | (2,498) |
Cash and cash equivalents and restricted cash at the beginning of the period | 38,969 | 27,960 |
Effect of exchange rate changes | 25 | 151 |
Cash and cash equivalents and restricted cash at the end of the period | 38,887 | 25,613 |
Reconciliation of cash, cash equivalents, and restricted cash reported within the condense consolidated balance sheets | ||
Cash and cash equivalents | 33,774 | 25,613 |
Restricted cash | 5,113 | |
Cash and cash equivalents and restricted cash at the end of the period | $ 38,887 | 25,613 |
Schedule of non-cash activities: | ||
Obtaining right-of-use assets in exchange for operating lease liabilities | $ 262 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 3 Months Ended |
Mar. 31, 2024 | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | 1. Moatable, Inc. was incorporated in the Cayman Islands. Moatable, Inc., which includes its consolidated subsidiaries, variable interest entity (“VIE”) and VIE’s subsidiaries (collectively referred to as the “Company”), operates two SaaS businesses, Lofty and Trucker Path. Lofty offers an all-in-one real estate sales acceleration and client lifecycle management platform that allows real estate professionals to obtain and nurture leads, close transactions, and retain their clients. Trucker Path provides trip planning, navigation, freight sourcing, and a marketplace that offers truckers goods and services to operate their businesses. The Company’s SaaS businesses currently generate 100% of their revenue from the U.S. market and comprise the majority of the revenue. As of March 31, 2024, Moatable, Inc.’s major subsidiaries, VIE and VIE’s subsidiaries are as follows: Later of date Percentage of of incorporation Place of legal ownership Principal Name of Subsidiaries or acquisition incorporation by Moatable Inc. activities Subsidiaries: Lofty, Inc.(“Lofty”) September 7, 2012 Delaware, USA 77.8 % SaaS business Trucker Path, Inc. (“Trucker Path”) December 28, 2017 Delaware, USA 77.8 % SaaS business Renren Giantly Philippines Inc. March, 2018 Philippines 100 % SaaS business Qianxiang Shiji Technology Development (Beijing) Co., Ltd. (“Qianxiang Shiji”) March 21, 2005 PRC 100 % Investment holding Variable Interest Entity: Beijing Qianxiang Tiancheng Technology Development Co., Ltd. (“Qianxiang Tiancheng”) October 28, 2002 PRC N/A Internet business Subsidiaries of Variable Interest Entity: Beijing Qianxiang Wangjing Technology Development Co., Ltd. (“Qianxiang Wangjing”) November 11, 2008 PRC N/A Internet business Shandong Jieying Huaqi Automobile Service Co., Ltd (“Shandong Jieying”) July 20, 2017 PRC N/A Internet business The VIE arrangements PRC regulations limit direct foreign ownership of business entities providing value-added telecommunications services, online advertising services and internet services in the PRC where certain licenses are required for the provision of such services. Although the Company no longer operates businesses requiring the VIE, historically, the Company provided online advertising, internet value-added services (“IVAS”), and internet finance services through its VIE, Qianxiang Tiancheng, which is referred to as the “VIE”. Qianxiang Shiji (“WFOE”), the Company’s Wholly Foreign-Owned Enterprise, entered into a series of contractual arrangements, including: (1) Power of Attorney; (2) Business Operation Agreements; (3) Exclusive Equity Option Agreement; (4) Spousal Consent Agreement; (5) Exclusive Technical and Consulting Services Agreement; (6) Intellectual Property Licenses Agreement; (7) Loan Agreements, and (8) Equity Interest Pledge Agreement with the VIE that enable the Company to (1) have power to direct the activities that most significantly affects the economic performance of the VIE, and (2) receive the economic benefits of the VIE that could be significant to the VIE. Accordingly, the WFOE is considered the primary beneficiary of the VIE and has consolidated the VIE’s financial results of operations, assets and liabilities in the Company’s consolidated financial statements. In making the conclusion that the Company is the primary beneficiary of the VIE, the Company believes the Company’s rights under the terms of the exclusive option agreement and power of attorney are substantive as they relate to operating matters, which provide the Company with a substantive kick-out right. More specifically, the Company believes the terms of the contractual agreements are valid, binding, and enforceable under PRC laws and regulations currently in effect. In particular, the Company believes that the minimum amount of consideration permitted by the applicable PRC law to exercise the exclusive option does not represent a financial barrier or disincentive for the Company to exercise its rights under the exclusive option agreement. A simple majority vote of the Company’s board of directors is required to pass a resolution to exercise the Company’s rights under the exclusive option agreement, for which the consent from Mr. Joe Chen, who holds the most voting interests in the Company and is also the Company’s chairman and CEO, is not required. The Company’s rights under the exclusive option agreement give the Company the power to control the shareholders of the VIE and thus the power to direct the activities that most significantly impact the VIE’s economic performance. In addition, the Company’s rights under powers of attorney also reinforce the Company’s abilities to direct the activities that most significantly impact the VIE’s economic performance. The Company also believes that this ability to exercise control ensures that the VIE will continue to execute and renew service agreements that benefit the Company, currently largely comprised of Research and Development services to the Company’s SaaS businesses. By charging service fees at the sole discretion of the Company, and by ensuring that service agreements are executed and renewed indefinitely, the Company has the right to receive substantially all of the economic benefits from the VIE. The VIE and its subsidiaries hold the requisite licenses and permits necessary to conduct the Company’s business in PRC under the current business arrangements. The following financial statement balances and amounts of the Company’s VIE were included in the accompanying condensed consolidated financial statements after elimination of intercompany balances and transactions between the offshore companies, WFOE, VIE and VIE’s subsidiaries (in thousands). As of December 31, 2023 and March 31, 2024, the balance of the amounts payable by the VIE and its subsidiaries to the WFOE related to the service fees were nil. As of December 31, As of March 31, 2023 2024 Total assets $ 7,001 $ 6,443 Total liabilities $ 11,877 $ 8,179 For the three months ended March 31, 2023 2024 Revenues $ 34 $ 20 Net Loss $ (4,383) $ (2,746) For the three months ended March 31, 2023 2024 Net cash provided by operating activities $ 306 $ 167 Net cash used in investing activities $ (8) $ (88) Net cash used in financing activities $ — $ — There are no consolidated VIE assets that are collateral for the VIE obligations and can only be used to settle the VIE obligations. There are no creditors (or beneficial interest holders) of the VIE that have recourse to the general credit of the Company or any of its consolidated subsidiaries. However, if the VIE ever needs financial support, the Company or its subsidiaries may, at its option and subject to statutory limits and restrictions, provide financial support to its VIE through loans to the shareholders of the VIE or entrustment loans to the VIE. Relevant PRC laws and regulations restrict the VIE from transferring a portion of its net assets, equivalent to the balance of its statutory reserve and its share capital, to the Company in the form of loans and advances or cash dividends. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. Basis of presentation The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and E Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with audited consolidated financial statements and accompanying notes in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Principles of consolidation The condensed consolidated financial statements of the Company include the financial statements of Moatable, Inc., its subsidiaries, its VIE and VIE’s subsidiaries. All inter-company transactions and balances are eliminated upon consolidation. Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenues and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s consolidated financial statements include, but are not limited to, allowance for doubtful accounts, the fair value of share-based compensation awards, the realization of deferred income tax assets, impairment of long-lived assets, and impairment of long-term investments. Fair value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1-inputs are based upon unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2-inputs are based upon quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3-inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. Restricted Cash On August 28, 2023, the Company entered into an Escrow Agreement with U.S. Bank National Association to enhance directors and officers’ insurance coverage. The Company set aside $5 million restricted cash into an escrow account with U.S. Bank as required by the contractual agreement with U.S. Bank National Association. Accounts receivable and allowance for credit loss Accounts receivable are stated at the original amount less an allowance for credit loss. Accounts receivable are recognized in the period when the Company has provided services to its customers and when its right to consideration is unconditional. The Company evaluates its accounts receivable for expected credit losses on a regular basis. The Company maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Company considers factors in assessing the collectability of its receivables, such as the age of the amounts due, the customer’s payment history, credit-worthiness, current market conditions, reasonable and supportable forecasts of future economic conditions, and other specific circumstances related to the accounts. The Company adjusts the allowance percentage periodically when there are significant differences between estimated bad debts and actual bad debts. If there is strong evidence indicating that the accounts receivable is likely to be unrecoverable, the Company also makes specific allowance in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts have been exhausted. For the three months ended March 31, 2023 and 2024, the Company recorded nil allowance for credit loss for accounts receivable, respectively. Revenue recognition The Company recognizes revenue when control of the service has been transferred to the customer, generally upon delivery to a customer. The contracts have a fixed contract price and revenue is measured as the amount of consideration the Company expects to receive in exchange for providing services. The Company collects taxes from customers on behalf of governmental authorities at the time of sale. These taxes are accounted for on a net basis and are not included in revenues and cost of revenues. The Company generally expenses sales commissions when incurred because the amortization period is less than one year. These costs are recorded within selling and marketing expenses. The Company does not have any significant financing payment terms as payment is received at or shortly after the point of sale. Revenue from Contracts with Customers (“ASC 606”) prescribes a five-step model that includes: (1) identify the contract; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) performance obligations are satisfied. The Company generated the majority of revenue from SaaS services. SaaS revenue: Other services: The Company provides back-office services including accounting, legal, and business-related consulting services, which is a single performance obligation provided over the contract periods with pre-determined stand-alone selling price. The Company recognizes revenue over the contract periods. Contract balances: Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represent amounts invoiced and revenue recognized when the Company has satisfied the Company’s performance obligation and has the unconditional right to payment. There were no contract assets recorded as of December 31, 2023 and March 31, 2024. Deferred revenue mainly represents payments received from customers related to unsatisfied performance obligations for SaaS. The Company’s total deferred revenue was $4,322 and $4,333 as of December 31, 2023 and March 31, 2024, respectively, which is substantially recognized as revenue within one year. The amount of revenue recognized during the three months ended March 31, 2023 and 2024 that was previously included in the deferred revenue as of December 31, 2022 and 2023 were $2,228 and $2,445 respectively. Recent accounting pronouncements not yet adopted In November 2023, the FASB issued ASU 2023-07, which modifies the disclosure and presentation requirements of reportable segments. The new guidance requires the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit and loss. In addition, the new guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements. The update is to be adopted retrospectively to all periods presented and is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company .is in the process of evaluation the impact of adopting this new guidance on its consolidated financial statement. In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is to be adopted on a prospective basis with the option to apply retrospectively and is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. The Company is in the process of evaluation the impact of adopting this new guidance on its consolidated financial statement. Recently issued ASUs by the FASB, except for the ones mentioned above, have no material impact on the Company’s consolidated results of operations or financial position. |
LONG-TERM INVESTMENTS
LONG-TERM INVESTMENTS | 3 Months Ended |
Mar. 31, 2024 | |
LONG-TERM INVESTMENTS | |
LONG-TERM INVESTMENTS | 3. Long-term investments consisted of the following (in thousands): As of December 31, As of March 31, Note 2023 2024 Equity method investments: Fundrise, L.P. (i) $ 12,504 $ 12,601 Other (ii) 600 — Total equity method investments 13,104 12,601 Equity investment with readily determinable fair values Kaixin Auto Holdings (iii) $ 1,921 $ 435 Equity investment without readily determinable fair values Suzhou Youge Interconnection Venture Capital Center 708 692 Total equity investments without readily determinable fair values 708 692 Total long-term investments $ 15,733 $ 13,728 (i) In October 2014, the Company entered into an agreement to purchase limited partnership interest of Fundrise, L.P. for a total consideration of $10,000 . The Company held 98.04% equity interest as limited partner as of December 31, 2023 and March 31, 2024 and recognized its share of income of $92 and $97 for the three months ended March 31, 2023 and 2024, respectively. (ii) In May 2014, the Company entered into an agreement to purchase limited partnership interest of Beijing Fenghou Tianyuan Investment and Management Center L.P. for a total consideration of $1,385 (RMB 10 million). The Company held 12.38% partnership interest as of December 31, 2023 and March 31, 2024 and recognized no share of income for the three months ended March 31, 2023 and 2024, respectively. For the three months ended March 31, 2024, the Company recognized an impairment loss of $588 . (iii) As of March 31, 2024, the Company’s equity interest in Kaixin was 16.6 % and the investment in Kaixin was accounted for as equity investment with readily determinable fair value. For the three months ended March 31, 2023 and 2024, the Company recognized a $8,276 unrealized income and $1,488 unrealized loss as a change of fair value to the investment of Kaixin, which was booked in gain (loss) from fair value change of a long-term investment. As of March 31, 2024, the market value of the Company’s equity investment in Kaixin Auto Holdings decreased to $435 from $1,921 as of December 31, 2023. The decrease in value is a result of a change in the quoted share price. |
OPERATING LEASES
OPERATING LEASES | 3 Months Ended |
Mar. 31, 2024 | |
OPERATING LEASES | |
OPERATING LEASES | 4. OPERATING LEASES The Company leases its facilities and offices under non-cancellable operating lease agreements. These leases expire through 2025 and are renewable upon negotiation. For the three months ended March 31, 2023 and 2024, cash paid for amounts included in the measurement of lease liabilities was $215 and $123, respectively. The operating lease cost and short-term lease cost for the three months ended March 31, 2023 and 2024 were as follows (in thousands): For the three months ended March 31, 2023 2024 Selling expenses $ 48 $ 18 Research and development expenses 70 121 General and administrative expenses 51 20 Total operating lease cost 169 159 Short-term lease cost 59 9 Total lease cost $ 228 $ 168 The weighted average remaining lease term as of December 31, 2023 and March 31, 2024 was 1.64 and 1.40 years, and the weighted average discount rate of the operating leases was 10.30% and 10.30%, respectively. Maturities of lease liabilities as of March 31, 2024 were as follows (in thousands): Operating Lease Remainder of 2024 $ 373 2025 191 Total undiscounted lease payment 564 Less: Imputed interest (34) Present value of lease liabilities $ 530 |
ORDINARY SHARES
ORDINARY SHARES | 3 Months Ended |
Mar. 31, 2024 | |
ORDINARY SHARES | |
ORDINARY SHARES | 5. Exercise of share options and restricted shares vesting During the three months ended March 31, 2023 and 2024, 30,645,751 and 96,104,340 Class A ordinary shares were issued due to the exercise of share options or vesting of restricted share units under share-based compensation, respectively. The vesting of 21,267,315 restricted shares during the three months ended March 31, 2023 was suspended due to the Stipulation Settlement until January 13, 2023, but expensed according to the original vesting schedule. The catch-up vesting of all suspended shares was applied upon the completion of the settlement. Stock Repurchase from public market On November 7, 2022, the Company’s Board of Directors (the “Board”) authorized the repurchase of up to an aggregate of $10.0 million of the Company’s Class A ordinary shares, par value $0.001 per share, to be executed from time to time in open market transactions effected through a broker at prevailing market prices under ordinary principles of best execution within one year after commencement (the “Stock Repurchase Program”). The Stock Repurchase Program took effect on January 16, 2023. On October 13, 2023, the Board approved an extension and extra funding of the existing Stock Repurchase Program whereby the expiration date was extended to December 31, 2024 and the authorized repurchase amount was increased from $10.0 million to $15.0 million. The Stock Repurchase Program does not obligate the Company to repurchase any amount of the Company’s ordinary shares, and may be modified, extended, suspended, or discontinued at any time. The timing and amount of repurchases will be determined by the Company’s management based on a variety of factors such as the market price of the Company’s ordinary shares, the Company’s corporate cash requirements, and overall market conditions. The Stock Repurchase Program is subject to applicable legal requirements, including federal and state securities laws. For the three months ended March 31, 2023 and 2024, the Company repurchased 678,882 and 177,586 ADSs, representing 30,549,690 and 7,991,370 Class A ordinary shares (each ADS is equivalent to 45 Ordinary Shares) for $1,249 and $155 on the open market, at a weighted average price of nil and $1.83 and $0.87 per ADS, respectively. The following table sets forth repurchase activity under the Stock Repurchase Program for the three months ended March 31, 2024 (amount in thousands, except share and per share amounts): Approximate Dollar Value of ADSs That Approximate Dollar Purchased as Value of ADSs That Part of Publicly May Yet Be Total Number of Average Price Paid Announced Purchased Under ADSs Purchased Per ADS Programs the Programs Periods January 2024 Open market purchases 58,286 $ 0.97 $ 57 $ 3,350 February 2024: Open market purchases 49,299 $ 0.9 $ 44 $ 3,306 March 2024: Open market purchases 70,001 $ 0.77 $ 54 $ 3,252 Total 177,586 $ 155 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2024 | |
SHARE-BASED COMPENSATION | |
SHARE-BASED COMPENSATION | 6 . Moatable, Inc. Stock options The following table summarizes information with respect to share options outstanding as of March 31, 2024: Options outstanding Options exercisable Weighted Weighted average Weighted Weighted average Weighted Weighted remaining average average remaining average average Number contractual exercise intrinsic Number of contractual exercise intrinsic Range of exercise prices outstanding life price value exercisable life price value $ — — — $ — $ — — — $ — $ — — $ — — $ — Weighted average Number of exercise shares price Balance, December 31, 2023 91,646,055 $ 0.01 Exercised (91,646,055) $ 0.01 Balance, March 31, 2024 — $ — Share-based compensation is based on the fair value on the grant dates or the modification date over the requisite service period of award using the straight-line method. For employee stock options, the Company did not record any share-based compensation for the three months ended March 31, 2023 and 2024. For the three months ended March 31, 2023 and 2024, there was no share-based compensation recorded for non-employee options. All outstanding share options have fully vested. As of March 31, 2024, there was no unrecognized share-based compensation expense relating to share options. Moatable, Inc. Nonvested restricted shares A summary of the nonvested restricted shares activity is as follows: Weighted average fair value Nonvested per ordinary restricted share at the shares grant dates Outstanding as of December 31, 2023 20,538,376 $ 0.07 Vested (4,458,285) $ 0.09 Outstanding as of March 31, 2024 16,080,091 $ 0.07 The Company recorded compensation expenses based on the fair value of nonvested restricted shares on the grant dates over the requisite service period of award using the straight-line vesting attribution method. The fair value of the nonvested restricted shares on the grant date was the closing market price of the ordinary shares as of the date. The Company recorded compensation expenses related to nonvested restricted shares of $644 and $555 for the three months ended March 31, 2023 and 2024, respectively. Total unrecognized compensation expense amounting to $1,922 related to nonvested restricted shares granted as of March 31, 2024. The expense is expected to be recognized over a weighted-average period of 0.98 years. Equity Incentive Plan of Lofty, Inc. and Trucker Path, Inc. On July 13, 2020, Lofty, Inc. and Trucker Path, Inc. adopted equity incentive plans, whereby, after adjustment for a 1 The term of the options may not exceed ten years from the date of the grant. The awards under the above plans are subject to vesting schedules ranging from immediately upon grant to four years subsequent to grant date. For the three months ended March 31, 2023 and 2024, nil options were newly granted by Lofty and Trucker Path under 2020 Lofty Plan, 2020 Trucker Path Plan, 2021 Lofty Plan and 2021 Trucker Path Plan. The Company recorded share-based compensation expense for Lofty and Trucker Path for the three months ended March 31, 2023 and 2024 as follows, based on the fair value on the grant dates over the requisite service period of award using the straight-line method (in thousands). For the three months ended March 31, 2023 2024 Lofty $ 44 $ 46 Trucker Path $ 76 $ 71 As of March 31, 2024 there were $381 and $470 unrecognized share-based compensation expense relating to share options of Lofty and Trucker Path, respectively. This amount is expected to be recognized over a weighted-average vesting period of 2.06 and 1.77 years for Lofty and Trucker Path, respectively. The following table summarizes information with respect to share options outstanding of Lofty as of March 31, 2024: Options outstanding Options exercisable Weighted Weighted average Weighted Weighted average Weighted Weighted remaining average average remaining average average Range of Number contractual exercise intrinsic Number of contractual exercise intrinsic exercise prices outstanding life price value exercisable life price value $ 6.00 and 73.35 47,673 7.26 $ 28.03 $ 25.07 37,401 6.88 $ 20.87 $ 30.68 47,673 $ 25.07 37,401 $ 30.68 Weighted Weighted average average Number of exercise grant date shares price fair value Balance, December 31, 2023 47,673 $ 28.03 14.41 Forfeited — $ — — Balance, March 31, 2024 47,673 $ 28.03 14.41 Exercisable, March 31, 2024 37,401 $ 20.87 Expected to vest, March 31, 2024 10,272 $ 54.11 The following table summarizes information with respect to share options outstanding of Trucker Path as of March 31, 2024: Options outstanding Options exercisable Weighted Weighted average Weighted average Weighted Weighted remaining average Weighted remaining average average Range of Number contractual exercise average Number of contractual exercise intrinsic exercise prices outstanding life price intrinsic value exercisable life price value $ 4.00 and 133.00 48,649 7.10 46.01 $ 31.24 43,227 6.88 34.80 $ 35.47 48,649 $ 31.24 43,227 $ 35.47 Weighted Weighted average average Number of exercise grant date shares price fair value Balance, December 31, 2023 48,649 $ 46.01 $ 22.81 Forfeited — $ — — Balance, March 31, 2024 48,649 $ 46.01 $ 22.81 Exercisable, March 31, 2024 43,227 $ 34.80 Expected to vest, March 31, 2024 5,422 $ 134.47 The total amount of share-based compensation expense for options and nonvested restricted shares of the Company, Lofty and Trucker Path, attributable to selling and marketing, research and development, general and administrative expenses are as follows (in thousands): For the three months ended March 31, 2023 2024 Selling and marketing expenses $ 44 $ 41 Research and development expenses 157 206 General and administrative expenses 564 425 Total share-based compensation expense $ 765 $ 672 There was no income tax benefit recognized in the statements of operations for share-based compensation for the three months ended March 31, 2023 and 2024. |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
RELATED PARTY BALANCES AND TRANSACTIONS | |
RELATED PARTY BALANCES AND TRANSACTIONS | 7. RELATED PARTY BALANCES AND TRANSACTIONS The table below sets forth the related parties and their relationships with the Company: Name Relationship (a) Kaixin Automobile Holdings (“Kaixin”) Equity investment of the Company (Note 3) (b) Infinities Technology (Cayman) Holding Limited (“Infinities”) Equity investment of the Company (c) Oak Pacific Investment (“OPI”) An entity controlled together by chief executive officer and chief operating officer of the Company. (d) Beijing Oak Yi Xin Technology Development Co., Ltd (“Beijing Oak Yi Xin”) VIE of OPI (e) Beijing Zhenzhong Interactive Information Technology Co., Ltd. (Beijing Zhenzhong) Subsidiary of a VIE of OPI (f) One Rent Inc. Equity investment of the Company Amounts due from related parties As of December 31, 2023 and March 31, 2024 amounts due from related parties were as follows (in thousands): Note As of December 31, 2023 As of March 31, 2024 Gross amount due from Kaixin (i) 3,690 3,643 Less: bad debt provision (3,690) (3,643) Net amount due from Kaixin — — Infinities (ii) 671 657 OPI and its subsidiaries 13 13 Total $ 684 $ 670 (i) The balances mainly represented the advances made to Kaixin for daily operational purposes. The Company provided full bad debt provision for the year ended December 31, 2021, as the Company concluded the likelihood of the balance being recovered is remote. (ii) The balance represents the receivable due from Infinities in connection with the disposition of the SNS business. In November 2018, the Company’s Board of Directors approved a proposal for the sale of its SNS Business to Beijing Infinities for a combined consideration of $20,000 in cash and $40,000 in the form of Beijing Infinities shares to be issued to the Company. The Company collected $6,866 in 2019, however, by December 31, 2019, Beijing Infinities failed to make payments under the agreed extended repayment plan. Based on assessment of the collectability, the Company provided an allowance of $12,408 for the receivable. Additionally, the shares receivable in the form of Infinites Technology (Cayman) Holding Limited, which is the holding company of Beijing Infinities, were received as of December 31, 2020 and were recorded as long-term investments in the consolidated balance sheets as of December 31, 2020. Amounts due to related parties As of December 31, 2023 and March 31, 2024 amounts due to related parties were as follows (in thousands): As of December 31, 2023 As of March 31, 2024 Infinities $ 643 $ 626 OPI and its subsidiaries 12 — Total $ 655 $ 626 |
SEGMENT INFORMATION and GEOGRAP
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | |
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | 8 . The disaggregated revenues by subscription, advertising, and other services for the three months ended March 31, 2023 and 2024 were as following (in thousands): For the three months ended March 31, 2023 2024 Lofty Subscription services $ 6,425 $ 7,514 Advertising services 401 359 Other SaaS revenue — 76 $ 6,826 $ 7,949 Trucker Path Subscription services $ 4,886 $ 5,638 Advertising services 396 405 Other SaaS revenue (28) (10) $ 5,254 $ 6,033 Other Operations Other services $ 69 $ 41 Total Revenue $ 12,149 $ 14,023 The Company is engaged in providing SaaS platforms to customers primarily located in the United States. The Company’s operations are conducted in two reportable segments: Lofty and Trucker Path. The Company defines its segments as those operations whose results the chief operating decision maker (“CODM”) regularly reviews to analyze performance and allocate resources. The Company sells similar platform services in each of its segments. The Lofty segment includes the Company’s all-in-one real estate sales acceleration and client lifecycle management platform. The Trucker Path segment includes the Company’s driver-centric online transportation management platform. The Other Operations segment consists of other items not allocated to any of the Company’s segments. The Company measures the results of its segments using, among other measures, each segment’s revenue and cost of sales. Information for the Company’s segments, as well as for Other Operations, is provided in the following table (in thousands): Lofty Trucker Path Other Operations Consolidated Three Months Ended March 31, 2024 Revenue $ 7,949 $ 6,033 $ 41 $ 14,023 Cost of sales 1,387 1,893 36 3,316 Gross Margin $ 6,562 $ 4,140 $ 5 $ 10,707 Three Months Ended March 31, 2023 Revenue $ 6,826 $ 5,254 $ 69 $ 12,149 Cost of sales 1,011 1,644 68 2,723 Gross Margin $ 5,815 $ 3,610 $ 1 $ 9,426 The majority of the Company’s revenue for the three months ended March 31, 2023 and 2024 were generated from the United States. As of December 31, 2023 and March 31, 2024, substantially all of the long-lived assets of the Company were located in the US. As of December 31, 2023, the long-lived assets of $682, $257 and $6,844 of the Company were located in the PRC, Philippines and United States, respectively. As of March 31, 2024, the long-lived assets in the carrying value of $615, $247 and $6,571 of the Company were located in the PRC, Philippines and United States, respectively. |
STATUTORY RESERVE AND RESTRICTE
STATUTORY RESERVE AND RESTRICTED NET ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
STATUTORY RESERVE AND RESTRICTED NET ASSETS | |
STATUTORY RESERVE AND RESTRICTED NET ASSETS | 9 . In accordance with the Regulations on Enterprises with Foreign Investment in China and their articles of association, the Company’s subsidiaries and VIE entities located in the PRC, being foreign invested enterprises established in the PRC, are required to provide for certain statutory reserves. These statutory reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund or discretionary reserve fund, and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires a minimum annual appropriation of 10% of after-tax profit (as determined under accounting principles generally accepted in China at each year-end); the other fund appropriations are at the subsidiaries’ or the affiliated PRC entities’ discretion. These statutory reserve funds can only be used for specific purposes of enterprise expansion, staff bonus and welfare, and are not distributable as cash dividends except in the event of liquidation of the Company’s subsidiaries, the Company’s affiliated PRC entities and their respective subsidiaries. The Company’s subsidiaries and VIE entities are required to allocate at least 10% of their after-tax profits to the general reserve until such reserve has reached 50% of their respective registered capital. Appropriations to the enterprise expansion reserve and the staff welfare and bonus reserve are to be made at the discretion of the board of directors of each of the Company’s subsidiaries. The appropriation to these reserves by the Company’s PRC subsidiaries was nil for the three months ended March 31, 2023 and 2024, respectively. As a result of these PRC laws and regulations and the requirement that distributions by PRC entities can only be paid out of distributable profits computed in accordance with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Company. Amounts restricted include paid-in capital and the statutory reserves of the Company’s PRC subsidiaries and VIE entities. The aggregate amount of capital and statutory reserves restricted which represented the amount of net assets of the relevant subsidiaries and VIE entities in the Company not available for distribution was $8,552 as of March 31, 2024. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
INCOME TAXES | |
INCOME TAXES | 10. INCOME TAXES Utilization of the federal and state net operating losses may be subject to certain annual limitations under IRC Section 382 due to the “change in ownership” provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. The Company has a full valuation allowance against U.S. federal and state net operating losses. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
SUBSEQUENT EVENTS. | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS The Company has evaluated all events or transactions that occurred after March 31, 2024, and determined that it does not have any subsequent event requiring recording or disclosure in the financial statements for the period ended March 31, 2024 except for the following. On April 3, 2024, the Company’s American depository shares (“ADS) were suspended and delisted from trading on the NYSE because the Company had fallen below the NYSE’s continued listing standard requiring listed companies to maintain an average global market capitalization over a consecutive 30 trading day period of at least $15,000. Effective April 4, 2024, the Company’s ADS began trading on the OTC Pink Market. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | Basis of presentation The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and E Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with audited consolidated financial statements and accompanying notes in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
Principles of consolidation | Principles of consolidation The condensed consolidated financial statements of the Company include the financial statements of Moatable, Inc., its subsidiaries, its VIE and VIE’s subsidiaries. All inter-company transactions and balances are eliminated upon consolidation. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenues and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s consolidated financial statements include, but are not limited to, allowance for doubtful accounts, the fair value of share-based compensation awards, the realization of deferred income tax assets, impairment of long-lived assets, and impairment of long-term investments. |
Fair value | Fair value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1-inputs are based upon unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2-inputs are based upon quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3-inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. |
Restricted Cash | Restricted Cash On August 28, 2023, the Company entered into an Escrow Agreement with U.S. Bank National Association to enhance directors and officers’ insurance coverage. The Company set aside $5 million restricted cash into an escrow account with U.S. Bank as required by the contractual agreement with U.S. Bank National Association. |
Accounts receivable and allowance for credit loss | Accounts receivable and allowance for credit loss Accounts receivable are stated at the original amount less an allowance for credit loss. Accounts receivable are recognized in the period when the Company has provided services to its customers and when its right to consideration is unconditional. The Company evaluates its accounts receivable for expected credit losses on a regular basis. The Company maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Company considers factors in assessing the collectability of its receivables, such as the age of the amounts due, the customer’s payment history, credit-worthiness, current market conditions, reasonable and supportable forecasts of future economic conditions, and other specific circumstances related to the accounts. The Company adjusts the allowance percentage periodically when there are significant differences between estimated bad debts and actual bad debts. If there is strong evidence indicating that the accounts receivable is likely to be unrecoverable, the Company also makes specific allowance in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts have been exhausted. For the three months ended March 31, 2023 and 2024, the Company recorded nil allowance for credit loss for accounts receivable, respectively. |
Revenue recognition | Revenue recognition The Company recognizes revenue when control of the service has been transferred to the customer, generally upon delivery to a customer. The contracts have a fixed contract price and revenue is measured as the amount of consideration the Company expects to receive in exchange for providing services. The Company collects taxes from customers on behalf of governmental authorities at the time of sale. These taxes are accounted for on a net basis and are not included in revenues and cost of revenues. The Company generally expenses sales commissions when incurred because the amortization period is less than one year. These costs are recorded within selling and marketing expenses. The Company does not have any significant financing payment terms as payment is received at or shortly after the point of sale. Revenue from Contracts with Customers (“ASC 606”) prescribes a five-step model that includes: (1) identify the contract; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) performance obligations are satisfied. The Company generated the majority of revenue from SaaS services. SaaS revenue: Other services: The Company provides back-office services including accounting, legal, and business-related consulting services, which is a single performance obligation provided over the contract periods with pre-determined stand-alone selling price. The Company recognizes revenue over the contract periods. Contract balances: Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represent amounts invoiced and revenue recognized when the Company has satisfied the Company’s performance obligation and has the unconditional right to payment. There were no contract assets recorded as of December 31, 2023 and March 31, 2024. Deferred revenue mainly represents payments received from customers related to unsatisfied performance obligations for SaaS. The Company’s total deferred revenue was $4,322 and $4,333 as of December 31, 2023 and March 31, 2024, respectively, which is substantially recognized as revenue within one year. The amount of revenue recognized during the three months ended March 31, 2023 and 2024 that was previously included in the deferred revenue as of December 31, 2022 and 2023 were $2,228 and $2,445 respectively. |
Recent accounting pronouncements not yet adopted | Recent accounting pronouncements not yet adopted In November 2023, the FASB issued ASU 2023-07, which modifies the disclosure and presentation requirements of reportable segments. The new guidance requires the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit and loss. In addition, the new guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements. The update is to be adopted retrospectively to all periods presented and is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company .is in the process of evaluation the impact of adopting this new guidance on its consolidated financial statement. In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is to be adopted on a prospective basis with the option to apply retrospectively and is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. The Company is in the process of evaluation the impact of adopting this new guidance on its consolidated financial statement. Recently issued ASUs by the FASB, except for the ones mentioned above, have no material impact on the Company’s consolidated results of operations or financial position. |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Schedule of major subsidiaries, VIE and VIE's subsidiaries | As of March 31, 2024, Moatable, Inc.’s major subsidiaries, VIE and VIE’s subsidiaries are as follows: Later of date Percentage of of incorporation Place of legal ownership Principal Name of Subsidiaries or acquisition incorporation by Moatable Inc. activities Subsidiaries: Lofty, Inc.(“Lofty”) September 7, 2012 Delaware, USA 77.8 % SaaS business Trucker Path, Inc. (“Trucker Path”) December 28, 2017 Delaware, USA 77.8 % SaaS business Renren Giantly Philippines Inc. March, 2018 Philippines 100 % SaaS business Qianxiang Shiji Technology Development (Beijing) Co., Ltd. (“Qianxiang Shiji”) March 21, 2005 PRC 100 % Investment holding Variable Interest Entity: Beijing Qianxiang Tiancheng Technology Development Co., Ltd. (“Qianxiang Tiancheng”) October 28, 2002 PRC N/A Internet business Subsidiaries of Variable Interest Entity: Beijing Qianxiang Wangjing Technology Development Co., Ltd. (“Qianxiang Wangjing”) November 11, 2008 PRC N/A Internet business Shandong Jieying Huaqi Automobile Service Co., Ltd (“Shandong Jieying”) July 20, 2017 PRC N/A Internet business |
Schedule of condensed consolidated financial information | The following financial statement balances and amounts of the Company’s VIE were included in the accompanying condensed consolidated financial statements after elimination of intercompany balances and transactions between the offshore companies, WFOE, VIE and VIE’s subsidiaries (in thousands) As of December 31, As of March 31, 2023 2024 Total assets $ 7,001 $ 6,443 Total liabilities $ 11,877 $ 8,179 For the three months ended March 31, 2023 2024 Revenues $ 34 $ 20 Net Loss $ (4,383) $ (2,746) For the three months ended March 31, 2023 2024 Net cash provided by operating activities $ 306 $ 167 Net cash used in investing activities $ (8) $ (88) Net cash used in financing activities $ — $ — |
LONG-TERM INVESTMENTS (Tables)
LONG-TERM INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
LONG-TERM INVESTMENTS | |
Schedule of long-term investments | Long-term investments consisted of the following (in thousands): As of December 31, As of March 31, Note 2023 2024 Equity method investments: Fundrise, L.P. (i) $ 12,504 $ 12,601 Other (ii) 600 — Total equity method investments 13,104 12,601 Equity investment with readily determinable fair values Kaixin Auto Holdings (iii) $ 1,921 $ 435 Equity investment without readily determinable fair values Suzhou Youge Interconnection Venture Capital Center 708 692 Total equity investments without readily determinable fair values 708 692 Total long-term investments $ 15,733 $ 13,728 (i) In October 2014, the Company entered into an agreement to purchase limited partnership interest of Fundrise, L.P. for a total consideration of $10,000 . The Company held 98.04% equity interest as limited partner as of December 31, 2023 and March 31, 2024 and recognized its share of income of $92 and $97 for the three months ended March 31, 2023 and 2024, respectively. (ii) In May 2014, the Company entered into an agreement to purchase limited partnership interest of Beijing Fenghou Tianyuan Investment and Management Center L.P. for a total consideration of $1,385 (RMB 10 million). The Company held 12.38% partnership interest as of December 31, 2023 and March 31, 2024 and recognized no share of income for the three months ended March 31, 2023 and 2024, respectively. For the three months ended March 31, 2024, the Company recognized an impairment loss of $588 . (iii) As of March 31, 2024, the Company’s equity interest in Kaixin was 16.6 % and the investment in Kaixin was accounted for as equity investment with readily determinable fair value. For the three months ended March 31, 2023 and 2024, the Company recognized a $8,276 unrealized income and $1,488 unrealized loss as a change of fair value to the investment of Kaixin, which was booked in gain (loss) from fair value change of a long-term investment. As of March 31, 2024, the market value of the Company’s equity investment in Kaixin Auto Holdings decreased to $435 from $1,921 as of December 31, 2023. The decrease in value is a result of a change in the quoted share price. |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
OPERATING LEASES | |
Schedule of operating lease cost and short-term lease cost | The operating lease cost and short-term lease cost for the three months ended March 31, 2023 and 2024 were as follows (in thousands): For the three months ended March 31, 2023 2024 Selling expenses $ 48 $ 18 Research and development expenses 70 121 General and administrative expenses 51 20 Total operating lease cost 169 159 Short-term lease cost 59 9 Total lease cost $ 228 $ 168 |
Schedule of maturities of lease liabilities | Maturities of lease liabilities as of March 31, 2024 were as follows (in thousands): Operating Lease Remainder of 2024 $ 373 2025 191 Total undiscounted lease payment 564 Less: Imputed interest (34) Present value of lease liabilities $ 530 |
ORDINARY SHARES (Tables)
ORDINARY SHARES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
ORDINARY SHARES | |
Schedule of repurchase activity under the stock repurchase program | The following table sets forth repurchase activity under the Stock Repurchase Program for the three months ended March 31, 2024 (amount in thousands, except share and per share amounts): Approximate Dollar Value of ADSs That Approximate Dollar Purchased as Value of ADSs That Part of Publicly May Yet Be Total Number of Average Price Paid Announced Purchased Under ADSs Purchased Per ADS Programs the Programs Periods January 2024 Open market purchases 58,286 $ 0.97 $ 57 $ 3,350 February 2024: Open market purchases 49,299 $ 0.9 $ 44 $ 3,306 March 2024: Open market purchases 70,001 $ 0.77 $ 54 $ 3,252 Total 177,586 $ 155 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
SHARE-BASED COMPENSATION | |
Summary of information with respect to share options outstanding | Options outstanding Options exercisable Weighted Weighted average Weighted Weighted average Weighted Weighted remaining average average remaining average average Number contractual exercise intrinsic Number of contractual exercise intrinsic Range of exercise prices outstanding life price value exercisable life price value $ — — — $ — $ — — — $ — $ — — $ — — $ — Options outstanding Options exercisable Weighted Weighted average Weighted Weighted average Weighted Weighted remaining average average remaining average average Range of Number contractual exercise intrinsic Number of contractual exercise intrinsic exercise prices outstanding life price value exercisable life price value $ 6.00 and 73.35 47,673 7.26 $ 28.03 $ 25.07 37,401 6.88 $ 20.87 $ 30.68 47,673 $ 25.07 37,401 $ 30.68 Options outstanding Options exercisable Weighted Weighted average Weighted average Weighted Weighted remaining average Weighted remaining average average Range of Number contractual exercise average Number of contractual exercise intrinsic exercise prices outstanding life price intrinsic value exercisable life price value $ 4.00 and 133.00 48,649 7.10 46.01 $ 31.24 43,227 6.88 34.80 $ 35.47 48,649 $ 31.24 43,227 $ 35.47 |
Summary of the activity of the stock options granted | Weighted average Number of exercise shares price Balance, December 31, 2023 91,646,055 $ 0.01 Exercised (91,646,055) $ 0.01 Balance, March 31, 2024 — $ — Weighted Weighted average average Number of exercise grant date shares price fair value Balance, December 31, 2023 47,673 $ 28.03 14.41 Forfeited — $ — — Balance, March 31, 2024 47,673 $ 28.03 14.41 Exercisable, March 31, 2024 37,401 $ 20.87 Expected to vest, March 31, 2024 10,272 $ 54.11 Weighted Weighted average average Number of exercise grant date shares price fair value Balance, December 31, 2023 48,649 $ 46.01 $ 22.81 Forfeited — $ — — Balance, March 31, 2024 48,649 $ 46.01 $ 22.81 Exercisable, March 31, 2024 43,227 $ 34.80 Expected to vest, March 31, 2024 5,422 $ 134.47 |
Summary of the nonvested restricted shares activity | Weighted average fair value Nonvested per ordinary restricted share at the shares grant dates Outstanding as of December 31, 2023 20,538,376 $ 0.07 Vested (4,458,285) $ 0.09 Outstanding as of March 31, 2024 16,080,091 $ 0.07 |
Summary of service period of award using the straight-line method | The Company recorded share-based compensation expense for Lofty and Trucker Path for the three months ended March 31, 2023 and 2024 as follows, based on the fair value on the grant dates over the requisite service period of award using the straight-line method (in thousands). For the three months ended March 31, 2023 2024 Lofty $ 44 $ 46 Trucker Path $ 76 $ 71 |
Summary of share-based compensation attributable to selling and marketing, research and development and general and administrative expenses of the discontinued operations | The total amount of share-based compensation expense for options and nonvested restricted shares of the Company, Lofty and Trucker Path, attributable to selling and marketing, research and development, general and administrative expenses are as follows (in thousands): For the three months ended March 31, 2023 2024 Selling and marketing expenses $ 44 $ 41 Research and development expenses 157 206 General and administrative expenses 564 425 Total share-based compensation expense $ 765 $ 672 |
RELATED PARTY BALANCES AND TR_2
RELATED PARTY BALANCES AND TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
RELATED PARTY BALANCES AND TRANSACTIONS | |
Schedule of related parties and their relationships | Name Relationship (a) Kaixin Automobile Holdings (“Kaixin”) Equity investment of the Company (Note 3) (b) Infinities Technology (Cayman) Holding Limited (“Infinities”) Equity investment of the Company (c) Oak Pacific Investment (“OPI”) An entity controlled together by chief executive officer and chief operating officer of the Company. (d) Beijing Oak Yi Xin Technology Development Co., Ltd (“Beijing Oak Yi Xin”) VIE of OPI (e) Beijing Zhenzhong Interactive Information Technology Co., Ltd. (Beijing Zhenzhong) Subsidiary of a VIE of OPI (f) One Rent Inc. Equity investment of the Company |
Schedule of amount due from related parties | As of December 31, 2023 and March 31, 2024 amounts due from related parties were as follows (in thousands): Note As of December 31, 2023 As of March 31, 2024 Gross amount due from Kaixin (i) 3,690 3,643 Less: bad debt provision (3,690) (3,643) Net amount due from Kaixin — — Infinities (ii) 671 657 OPI and its subsidiaries 13 13 Total $ 684 $ 670 (i) The balances mainly represented the advances made to Kaixin for daily operational purposes. The Company provided full bad debt provision for the year ended December 31, 2021, as the Company concluded the likelihood of the balance being recovered is remote. (ii) The balance represents the receivable due from Infinities in connection with the disposition of the SNS business. In November 2018, the Company’s Board of Directors approved a proposal for the sale of its SNS Business to Beijing Infinities for a combined consideration of $20,000 in cash and $40,000 in the form of Beijing Infinities shares to be issued to the Company. The Company collected $6,866 in 2019, however, by December 31, 2019, Beijing Infinities failed to make payments under the agreed extended repayment plan. Based on assessment of the collectability, the Company provided an allowance of $12,408 for the receivable. Additionally, the shares receivable in the form of Infinites Technology (Cayman) Holding Limited, which is the holding company of Beijing Infinities, were received as of December 31, 2020 and were recorded as long-term investments in the consolidated balance sheets as of December 31, 2020. |
Schedule of amount due to related parties | As of December 31, 2023 and March 31, 2024 amounts due to related parties were as follows (in thousands): As of December 31, 2023 As of March 31, 2024 Infinities $ 643 $ 626 OPI and its subsidiaries 12 — Total $ 655 $ 626 |
SEGMENT INFORMATION and GEOGR_2
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | |
Schedule of disaggregated revenue | The disaggregated revenues by subscription, advertising, and other services for the three months ended March 31, 2023 and 2024 were as following (in thousands): For the three months ended March 31, 2023 2024 Lofty Subscription services $ 6,425 $ 7,514 Advertising services 401 359 Other SaaS revenue — 76 $ 6,826 $ 7,949 Trucker Path Subscription services $ 4,886 $ 5,638 Advertising services 396 405 Other SaaS revenue (28) (10) $ 5,254 $ 6,033 Other Operations Other services $ 69 $ 41 Total Revenue $ 12,149 $ 14,023 |
Schedule of segment information | The Company measures the results of its segments using, among other measures, each segment’s revenue and cost of sales. Information for the Company’s segments, as well as for Other Operations, is provided in the following table (in thousands): Lofty Trucker Path Other Operations Consolidated Three Months Ended March 31, 2024 Revenue $ 7,949 $ 6,033 $ 41 $ 14,023 Cost of sales 1,387 1,893 36 3,316 Gross Margin $ 6,562 $ 4,140 $ 5 $ 10,707 Three Months Ended March 31, 2023 Revenue $ 6,826 $ 5,254 $ 69 $ 12,149 Cost of sales 1,011 1,644 68 2,723 Gross Margin $ 5,815 $ 3,610 $ 1 $ 9,426 |
ORGANIZATION AND PRINCIPAL AC_3
ORGANIZATION AND PRINCIPAL ACTIVITIES - Major subsidiaries, VIE and VIE's subsidiaries (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Number of operating segments | 2 |
Percentage of revenue from US market | 100% |
Lofty, Inc.("Lofty") | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Later of date of incorporation or acquisition | Sep. 07, 2012 |
Place of incorporation | Delaware, USA |
Percentage of legal ownership by Moatable Inc | 77.80% |
Principal activities | SaaS business |
Trucker Path, Inc. ("Trucker Path") | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Later of date of incorporation or acquisition | Dec. 28, 2017 |
Place of incorporation | Delaware, USA |
Percentage of legal ownership by Moatable Inc | 77.80% |
Principal activities | SaaS business |
Renren Giantly Philippines Inc. | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Later of date of incorporation or acquisition | Mar. 01, 2018 |
Place of incorporation | Philippines |
Percentage of legal ownership by Moatable Inc | 100% |
Principal activities | SaaS business |
Qianxiang Shiji Technology Development (Beijing) Co., Ltd. ("Qianxiang Shiji") | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Later of date of incorporation or acquisition | Mar. 21, 2005 |
Place of incorporation | PRC |
Percentage of legal ownership by Moatable Inc | 100% |
Principal activities | Investment holding |
Beijing Qianxiang Tiancheng Technology Development Co., Ltd. ("Qianxiang Tiancheng") | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Later of date of incorporation or acquisition | Oct. 28, 2002 |
Place of incorporation | PRC |
Principal activities | Internet business |
Beijing Qianxiang Wangjing Technology Development Co., Ltd. ("Qianxiang Wangjing") | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Later of date of incorporation or acquisition | Nov. 11, 2008 |
Place of incorporation | PRC |
Principal activities | Internet business |
Shandong Jieying Huaqi Automobile Service Co., Ltd ("Shandong Jieying") | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Later of date of incorporation or acquisition | Jul. 20, 2017 |
Place of incorporation | PRC |
Principal activities | Internet business |
ORGANIZATION AND PRINCIPAL AC_4
ORGANIZATION AND PRINCIPAL ACTIVITIES - Financial statement balances and amounts of the Company's VIE (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Condensed consolidated financial information of VIE and its subsidiaries | |||
Total assets | $ 68,096 | $ 69,700 | |
Total liabilities | 21,357 | 21,629 | |
Revenue | 14,023 | $ 12,149 | |
Net loss attributable to Moatable Inc. | (2,814) | 5,970 | |
Net cash (used in) provided by operating activities | (886) | (2,827) | |
Net cash used in investing activities | (106) | (1,088) | |
Net cash used in financing activities | 885 | 1,417 | |
Variable Interest Entity | |||
Condensed consolidated financial information of VIE and its subsidiaries | |||
Service fees | 0 | 0 | |
Total assets | 6,443 | 7,001 | |
Total liabilities | 8,179 | $ 11,877 | |
Revenue | 20 | 34 | |
Net loss attributable to Moatable Inc. | (2,746) | (4,383) | |
Net cash (used in) provided by operating activities | 167 | 306 | |
Net cash used in investing activities | $ (88) | $ (8) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Aug. 28, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Escrow deposit | $ 5,000 | |||
Accounts and notes receivable, allowances (in dollars) | $ 0 | $ 0 | ||
Contract assets | 0 | $ 0 | ||
Deferred revenue current | 4,333 | $ 4,322 | ||
Revenue recognized | $ 2,445 | $ 2,228 |
LONG-TERM INVESTMENTS (Details)
LONG-TERM INVESTMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
LONG-TERM INVESTMENTS | ||
Total equity method investments | $ 12,601 | $ 13,104 |
Equity investment without readily determinable fair values | 692 | 708 |
Total long-term investments | 13,728 | 15,733 |
Fundrise, L.P. | ||
LONG-TERM INVESTMENTS | ||
Total equity method investments | 12,601 | 12,504 |
Other | ||
LONG-TERM INVESTMENTS | ||
Total equity method investments | 600 | |
Kaixin Auto Holdings | ||
LONG-TERM INVESTMENTS | ||
Equity investment without readily determinable fair values | 435 | 1,921 |
Suzhou Youge Interconnection Venture Capital Center | ||
LONG-TERM INVESTMENTS | ||
Equity investment without readily determinable fair values | $ 692 | $ 708 |
LONG-TERM INVESTMENTS - Additio
LONG-TERM INVESTMENTS - Additional information (Details) $ in Thousands, ¥ in Millions | 1 Months Ended | 3 Months Ended | ||||
Oct. 31, 2014 USD ($) | May 31, 2014 USD ($) | May 31, 2014 CNY (¥) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Equity method investments: | ||||||
Share of loss and income under equity method | $ (491) | $ 144 | ||||
Fundrise, L.P. | ||||||
Equity method investments: | ||||||
Total consideration | $ 10,000 | |||||
Ownership percentage | 98.04% | 98.04% | ||||
Share of loss and income under equity method | $ 97 | 92 | ||||
Beijing Fenghou Tianyuan Investment and Management Center L.P. (Tianyuan L.P.) | ||||||
Equity method investments: | ||||||
Total consideration | $ 1,385 | ¥ 10 | ||||
Ownership percentage | 12.38% | 12.38% | ||||
Share of loss and income under equity method | $ 0 | 0 | ||||
Recognized an impairment loss | $ 588 | |||||
Kaixin Auto Holdings | ||||||
Equity method investments: | ||||||
Ownership percentage | 16.60% | |||||
Unrealized loss | $ (1,488) | $ (8,276) | ||||
Equity method investment aggregate cost | $ 435 | $ 1,921 |
OPERATING LEASES - Operating le
OPERATING LEASES - Operating lease cost and short-term lease cost (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
OPERATING LEASES | |||
Cash paid for amounts included in the measurement of lease liabilities | $ 123 | $ 215 | |
Total operating lease cost | 159 | 169 | |
Short-term lease cost | 9 | 59 | |
Total lease cost | $ 168 | 228 | |
Weighted average remaining lease term | 1 year 4 months 24 days | 1 year 7 months 20 days | |
Weighted average discount rate of operating leases | 10.30% | 10.30% | |
Selling expenses | |||
OPERATING LEASES | |||
Total operating lease cost | $ 18 | 48 | |
Research and development expenses | |||
OPERATING LEASES | |||
Total operating lease cost | 121 | 70 | |
General and administrative expenses | |||
OPERATING LEASES | |||
Total operating lease cost | $ 20 | $ 51 |
OPERATING LEASES - Maturities o
OPERATING LEASES - Maturities of lease liabilities (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
OPERATING LEASES. | |
Remainder of 2024 | $ 373 |
2025 | 191 |
Total undiscounted lease payment | 564 |
Less: Imputed interest | (34) |
Present value of lease liabilities | $ 530 |
ORDINARY SHARES (Details)
ORDINARY SHARES (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2023 | Oct. 13, 2023 | Nov. 07, 2022 | |
ORDINARY SHARES | ||||||
Number of shares were issued due to the exercise of share options or vesting of restricted shares under share-based compensation | 21,267,315 | |||||
Authorized stock repurchased | $ 155 | |||||
Repurchase of ordinary shares | 177,586 | 678,882 | ||||
Maximum | ||||||
ORDINARY SHARES | ||||||
Authorized stock repurchased | $ 15,000 | |||||
Minimum | ||||||
ORDINARY SHARES | ||||||
Authorized stock repurchased | $ 10,000 | |||||
Class A ordinary shares | ||||||
ORDINARY SHARES | ||||||
Ordinary shares, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Class A ordinary shares | Board of Directors | ||||||
ORDINARY SHARES | ||||||
Number of Ordinary shares in an ADS | 45 | |||||
Class A ordinary shares | Stock Repurchase | ||||||
ORDINARY SHARES | ||||||
Stock issued during period share repurchase of open market shares | 7,991,370 | 30,549,690 | ||||
Stock issued during period value repurchase of open market shares | $ 155 | $ 1,249 | ||||
Weighted average price of repurchased shares | $ 0 | $ 1.83 | $ 0.87 | |||
Class A ordinary shares | Stock Repurchase | Board of Directors | ||||||
ORDINARY SHARES | ||||||
Authorized stock repurchased | $ 10,000 | |||||
Ordinary shares, par value (in dollars per share) | $ 0.001 | |||||
Class A ordinary shares | Common Stock | ||||||
ORDINARY SHARES | ||||||
Exercise of share option and restricted shares vesting (in shares) | 96,104,340 | 30,645,751 |
ORDINARY SHARES - Stock Repurch
ORDINARY SHARES - Stock Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2024 | Feb. 29, 2024 | Jan. 31, 2024 |
ORDINARY SHARES | |||
Total Number of ADSs Purchased | 177,586 | ||
Approximate Dollar Value of ADSs That Purchased as Part of Publicly Announced Programs | $ 155 | ||
Open market purchases | |||
ORDINARY SHARES | |||
Total Number of ADSs Purchased | 70,001 | 49,299 | 58,286 |
Average Price Paid Per ADS | $ 0.77 | $ 0.9 | $ 0.97 |
Approximate Dollar Value of ADSs That Purchased as Part of Publicly Announced Programs | $ 54 | $ 44 | $ 57 |
Approximate Dollar Value of ADSs That May Yet Be Purchased Under the Programs | $ 3,252 | $ 3,306 | $ 3,350 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) $ in Thousands | 3 Months Ended | |||
Jul. 13, 2020 shares | Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) shares | Nov. 04, 2021 shares | |
SHARE-BASED COMPENSATION | ||||
Share based compensation | $ 672 | $ 765 | ||
Income tax benefit | 0 | 0 | ||
Non-employee options | ||||
SHARE-BASED COMPENSATION | ||||
Share based compensation | 0 | 0 | ||
Employee Stock Option | ||||
SHARE-BASED COMPENSATION | ||||
Unrecognized share-based compensation expense relating to share options | 0 | |||
Nonvested restricted shares | ||||
SHARE-BASED COMPENSATION | ||||
Share based compensation | 555 | 644 | ||
Unrecognized compensation expense | $ 1,922 | |||
Expected weighted-average period for unrecognized compensation expense to be recognized | 11 months 23 days | |||
Chime | ||||
SHARE-BASED COMPENSATION | ||||
Unrecognized share-based compensation expense relating to share options | $ 381 | |||
Expected weighted-average period for unrecognized compensation expense to be recognized | 2 years 21 days | |||
Reverse stock split ratio | 0.005 | |||
Number of shares available for future grant | shares | 150,000 | 25,000 | ||
Term of the options | 10 years | |||
Vesting term | 4 years | |||
Award vesting period | 4 years | |||
Trucker Path | ||||
SHARE-BASED COMPENSATION | ||||
Share based compensation | $ 71 | $ 76 | ||
Unrecognized share-based compensation expense relating to share options | $ 470 | |||
Expected weighted-average period for unrecognized compensation expense to be recognized | 1 year 9 months 7 days | |||
Number of shares available for future grant | shares | 150,000 | 25,000 | ||
Number of aggregate options granted (in shares) | shares | 0 | 0 |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summary of activity of stock options granted (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Number of shares | ||
Balance at the beginning of the period (in shares) | 91,646,055 | |
Exercised (in shares) | (91,646,055) | |
Weighted average exercise price | ||
Balance at the beginning of the period (in dollars per share) | $ 0.01 | |
Exercised (in dollars per share) | $ 0.01 | |
Trucker Path | ||
Number of shares | ||
Granted (in shares) | 0 | 0 |
Stock options | Trucker Path | ||
Number of shares | ||
Balance at the beginning of the period (in shares) | 48,649 | |
Balance at the end of the period (in shares) | 48,649 | |
Exercisable, at the end of the period (in shares) | 43,227 | |
Expected to vest, at the end of the period (in shares) | 5,422 | |
Weighted average exercise price | ||
Balance at the beginning of the period (in dollars per share) | $ 46.01 | |
Balance at the end of the period (in dollars per share) | 46.01 | |
Exercisable, at the end of the period (in dollars per share) | 34.80 | |
Expected to vest, at the end of the period (in dollars per share) | 134.47 | |
Weighted average grant date fair value | ||
Balance at the beginning of the period (in dollars per share) | 22.81 | |
Balance at the end of the period (in dollars per share) | $ 22.81 | |
Renren stock options | Lofty Inc | ||
Number of shares | ||
Balance at the beginning of the period (in shares) | 47,673 | |
Forfeited (in shares) | 0 | |
Balance at the end of the period (in shares) | 47,673 | |
Exercisable, at the end of the period (in shares) | 37,401 | |
Expected to vest, at the end of the period (in shares) | 10,272 | |
Weighted average exercise price | ||
Balance at the beginning of the period (in dollars per share) | $ 28.03 | |
Forfeited (in dollars per share) | 0 | |
Balance at the end of the period (in dollars per share) | 28.03 | |
Exercisable, at the end of the period (in dollars per share) | 20.87 | |
Expected to vest, at the end of the period (in dollars per share) | 54.11 | |
Weighted average grant date fair value | ||
Balance at the beginning of the period (in dollars per share) | 14.41 | |
Balance at the end of the period (in dollars per share) | $ 14.41 |
SHARE-BASED COMPENSATION - Serv
SHARE-BASED COMPENSATION - Service period of award using the straight-line method (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
SHARE-BASED COMPENSATION | ||
Share-based compensation expense | $ 672 | $ 765 |
Trucker Path | ||
SHARE-BASED COMPENSATION | ||
Share-based compensation expense | 71 | 76 |
Lofty Inc | ||
SHARE-BASED COMPENSATION | ||
Share-based compensation expense | $ 46 | $ 44 |
SHARE-BASED COMPENSATION - Su_2
SHARE-BASED COMPENSATION - Summary of Nonvested restricted shares activity (Details) - Nonvested restricted shares | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Nonvested restricted shares | |
Outstanding at the beginning of the period (in shares) | shares | 20,538,376 |
Vested (in shares) | shares | (4,458,285) |
Outstanding at the end of the period (in shares) | shares | 16,080,091 |
Weighted average fair value per ordinary share at the grant dates | |
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 0.07 |
Vested (in dollars per share) | $ / shares | 0.09 |
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 0.07 |
SHARE-BASED COMPENSATION - Shar
SHARE-BASED COMPENSATION - Share-based compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
SHARE-BASED COMPENSATION | ||
Share-based compensation expense | $ 672 | $ 765 |
Selling and marketing expenses | ||
SHARE-BASED COMPENSATION | ||
Share-based compensation expense | 41 | 44 |
Research and development expenses | ||
SHARE-BASED COMPENSATION | ||
Share-based compensation expense | 206 | 157 |
General and administrative expenses | ||
SHARE-BASED COMPENSATION | ||
Share-based compensation expense | $ 425 | $ 564 |
SHARE-BASED COMPENSATION - Su_3
SHARE-BASED COMPENSATION - Summary of information with respect to share Options outstanding (Details) - Renren stock options | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Trucker Path | |
Options outstanding | |
Number outstanding (in shares) | shares | 48,649 |
Weighted average intrinsic value | $ 31.24 |
Options exercisable | |
Number of exercisable (in shares) | shares | 43,227 |
Weighted average intrinsic value | $ 35.47 |
Lofty Inc | |
Options outstanding | |
Number outstanding (in shares) | shares | 47,673 |
Weighted average intrinsic value | $ 25.07 |
Options exercisable | |
Number of exercisable (in shares) | shares | 37,401 |
Weighted average intrinsic value | $ 30.68 |
Range of exercise price from 6.00 and 73.35 | Lofty Inc | |
SHARE-BASED COMPENSATION | |
Low end of range of exercise prices (in dollars per share) | 6 |
High end of range of exercise prices (in dollars per share) | $ 73.35 |
Options outstanding | |
Number outstanding (in shares) | shares | 47,673 |
Weighted average remaining contractual life | 7 years 3 months 3 days |
Weighted average exercise price (in dollars per share) | $ 28.03 |
Weighted average intrinsic value | $ 25.07 |
Options exercisable | |
Number of exercisable (in shares) | shares | 37,401 |
Weighted average remaining contractual life | 6 years 10 months 17 days |
Weighted average exercise price (in dollars per share) | $ 20.87 |
Weighted average intrinsic value | 30.68 |
Range of exercise price from 4.00 and 133.00 | Trucker Path | |
SHARE-BASED COMPENSATION | |
Low end of range of exercise prices (in dollars per share) | 4 |
High end of range of exercise prices (in dollars per share) | $ 133 |
Options outstanding | |
Number outstanding (in shares) | shares | 48,649 |
Weighted average remaining contractual life | 7 years 1 month 6 days |
Weighted average exercise price (in dollars per share) | $ 46.01 |
Weighted average intrinsic value | $ 31.24 |
Options exercisable | |
Number of exercisable (in shares) | shares | 43,227 |
Weighted average remaining contractual life | 6 years 10 months 17 days |
Weighted average exercise price (in dollars per share) | $ 34.80 |
Weighted average intrinsic value | $ 35.47 |
RELATED PARTY BALANCES AND TR_3
RELATED PARTY BALANCES AND TRANSACTIONS - Schedule of amounts due from related parties (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2018 | Dec. 31, 2019 | Mar. 31, 2024 | Dec. 31, 2023 | |
Amounts due from related parties | ||||
Less: bad debt provision | $ (3,643) | $ (3,690) | ||
Amounts due from related parties, net | 670 | 684 | ||
Beijing Infinities | ||||
Amounts due from related parties | ||||
Receivable in cash classified as current | $ 20,000 | |||
Allowance for unpaid cash consideration | 40,000 | |||
Proceeds from a related party debt | $ 6,866 | |||
Receivable in shares to be issued classified as non-current | $ 12,408 | |||
Amounts due from related parties, net | 657 | 671 | ||
Kaixin Auto Holdings | ||||
Amounts due from related parties | ||||
Gross amount due from Kaixin | 3,643 | 3,690 | ||
Beijing Oak Yi Xin | ||||
Amounts due from related parties | ||||
Amounts due from related parties, net | $ 13 | $ 13 |
RELATED PARTY BALANCES AND TR_4
RELATED PARTY BALANCES AND TRANSACTIONS - Schedule of amount due to related parties (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Amounts due from related parties | ||
Amounts due to related parties | $ 626 | $ 655 |
Beijing Infinities | ||
Amounts due from related parties | ||
Amounts due to related parties | $ 626 | 643 |
Beijing Oak Yi Xin | ||
Amounts due from related parties | ||
Amounts due to related parties | $ 12 |
SEGMENT INFORMATION and GEOGR_3
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) segment | Dec. 31, 2023 USD ($) | |
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | ||
Number of reportable segments | segment | 2 | |
PRC | ||
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | ||
Long-lived assets | $ 615 | $ 682 |
Philippines | ||
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | ||
Long-lived assets | 247 | 257 |
United States | ||
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | ||
Long-lived assets | $ 6,571 | $ 6,844 |
SEGMENT INFORMATION and GEOGR_4
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION - Disaggregated revenues by subscription, advertising, and other services (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | ||
Revenue | $ 14,023 | $ 12,149 |
Trucker Path | ||
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | ||
Revenue | 6,033 | 5,254 |
Trucker Path | Subscription services | ||
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | ||
Revenue | 5,638 | 4,886 |
Trucker Path | Advertising services | ||
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | ||
Revenue | 405 | 396 |
Trucker Path | Other SaaS revenue | ||
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | ||
Revenue | (10) | (28) |
Lofty Inc | ||
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | ||
Revenue | 7,949 | 6,826 |
Lofty Inc | Subscription services | ||
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | ||
Revenue | 7,514 | 6,425 |
Lofty Inc | Advertising services | ||
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | ||
Revenue | 359 | 401 |
Lofty Inc | Other SaaS revenue | ||
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | ||
Revenue | 76 | |
Other Operations | Other services | ||
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | ||
Revenue | $ 41 | $ 69 |
SEGMENT INFORMATION and GEOGR_5
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION - Information for the Company's segments, as well as for Other Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | ||
Revenue | $ 14,023 | $ 12,149 |
Cost of sales | 3,316 | 2,723 |
Gross profit | 10,707 | 9,426 |
Trucker Path | ||
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | ||
Revenue | 6,033 | 5,254 |
Cost of sales | 1,893 | 1,644 |
Gross profit | 4,140 | 3,610 |
Lofty Inc | ||
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | ||
Revenue | 7,949 | 6,826 |
Cost of sales | 1,387 | 1,011 |
Gross profit | 6,562 | 5,815 |
Other Operations | ||
SEGMENT INFORMATION and GEOGRAPHIC INFORMATION | ||
Revenue | 41 | 69 |
Cost of sales | 36 | 68 |
Gross profit | $ 5 | $ 1 |
STATUTORY RESERVE AND RESTRIC_2
STATUTORY RESERVE AND RESTRICTED NET ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
STATUTORY RESERVE AND RESTRICTED NET ASSETS | ||
Percentage of after-tax profits required to be allocated to general reserve | 10% | |
General reserve as a percentage of registered capital up to which after-tax profit of PRC subsidiaries and VIE'S shall be transferred | 50% | |
Appropriation of reserves of PRC subsidiaries | $ 0 | $ 0 |
Aggregate amount of net assets of the relevant subsidiaries and VIE entities in the Company not available for distribution | $ 8,552 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent event - ADS $ in Thousands | Apr. 03, 2024 USD ($) |
SUBSEQUENT EVENTS | |
Trading day period | 30 days |
Average global market capitalization | $ 15,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (2,814) | $ 5,970 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |