TAKUNG ART : Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)
08/13/2021 | 04:15pm EDT
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The following discussion and analysis should be read in conjunction with our financial statements and related notes thereto.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains or may contain forward-looking
statements and information that are based upon beliefs of, and information
currently available to, our management as well as estimates and assumptions made
by our management. When used in the report the words "anticipate", "believe",
"estimate", "expect", "future", "intend", "plan" or the negative of these terms
and similar expressions as they relate to us or our management identify
forward-looking statements. Such statements reflect the current view of our
management with respect to future events and are subject to risks,
uncertainties, assumptions and other factors as they relate to our industry, our
operations and results of operations, and any businesses that we may acquire.
Should one or more of the events described in these risk factors materialize, or
should our underlying assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated, expected, intended or
planned.
Although we believe that the expectations reflected in the forward looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the U.S. federal securities laws, we do not intend to update any of
the forward-looking statements to conform them to actual results unless required
by applicable securities regulations or rules. The following discussion should
be read in conjunction with our financial statements and the related notes
filed
herein.
Overview
We, through our wholly owned subsidiary, Hong Kong Takung, operate an electronic
online platform located at en.takungae.com for artists, art dealers and
art investors to offer and trade valuable artwork. We offer on-line listing and
trading services that allow artists, art dealers and owners to access a much
bigger art trading market where they can engage with a wide range of investors
that they might not encounter without our platform. Our platform also makes
investment in high-end and expensive artwork more accessible to ordinary people
without substantial financial resources.
We generate revenue from our services in connection with the offering and trading of artwork on our system, primarily consisting of listing fees, trading commissions and management fees.
Our headquarter is located in Hong Kong, Special Administrative Region, People's
Republic of China and we conduct our business primarily in Hong Kong and
Tianjin. Our new principal executive office is located at Room 709, Tower 2,
Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong.
Recent Developments
While the ongoing coronavirus pandemic is spreading throughout the world, our
operations have fully resumed in March 2020. Compared to the same period in
2020, we had experienced fewer listing of artworks, fewer non-VIP traders, and
incurred lower listing and commission revenues in the second quarter of 2021.
Although we do not expect that the virus will have a material adverse effect on
our business or financial results at this time, it is not possible to predict
the unanticipated consequence of the pandemic on our future business performance
and liquidity due to the severity of global situation of COVID-19. The Company
is monitoring and assessing the evolving situation closely and evaluating its
potential exposure.
Results of Operation of Takung
Hong Kong Takung operates a platform for offering and trading artwork. We
generate revenue from our services in connection with the offering and trading
of artwork ownership units on our system, primarily consisting of listing fees,
trading commissions, and management fees.
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THREE MONTHS ENDED JUNE 30, 2021 COMPARED TO THREE MONTHS ENDED JUNE 30, 2020
The following tables set forth our interim condensed consolidated statements of income data with a percentage:
Three Months Ended June 30,
2021 % of Revenue
2020 % of Revenue
(Unaudited) (Unaudited)
Revenue $ 1,143,495 100 $ 1,679,165 100
Cost of revenue (452,465) (40) (754,062) (45)
Selling expense (131,558) (12) (61,585) (4)
General and administrative expenses (7,952,314) (695) (929,728) (55)
Total costs and expenses (8,536,337) (747) (1,745,375) (104)
Loss from operations (7,392,842) (647) (66,210) (4)
Interest and other income (expenses), net 178,377 16
58,902 4
Loss before income taxes (7,214,465) (631) (7,308) 0
Income tax expense 11,366 1 7,461 1
Net loss $ (7,225,831) (632) $ (14,769) (1)
Revenue
The following table sets forth our interim condensed consolidated revenue by
revenue source:
Three Months Ended June 30,
2021 2020
(Unaudited) (Unaudited)
Listing fee revenue $ 283,302 $ 380,846
Commission revenue 648,310 1,188,313
Management fee revenue 211,883 110,006
Total $ 1,143,495 $ 1,679,165
(i) Listing fee revenue
As of June 30, 2021, a total of 299 sets of artwork were listed for trade on our
platform -comprising 74 sets of paintings and calligraphies from famous Chinese,
Russian and Mongolian artists, with a total listing value of $31,900,228
(HK$247,600,000); 35 pieces of jewelry with a total listing value of
$9,361,351(HK$72,660,000); 134 pieces of precious stones with a total listing
value of $17,011,737 (HK$132,040,000); 29 pieces of amber with a total listing
value of $12,239,587 (HK$95,000,000); 4 pieces of antique mammoth ivory carvings
with a total listing value of $669,956 (HK$5,200,000); 2 pieces of porcelain
pastel paintings with a total listing value of $334,978 (HK$2,600,000); 7 pieces
of porcelain with a total listing value of $1,095,121(HK$8,500,000); 6 sets of
Unit+ products with a total listing value of $1,328,833 (HK$10,314,000); 1 piece
of Yixing collectable with a listing value of $128,838 (HK$1,000,000); and 7
pieces of Sports memorabilia with a listing value of $1,096,332 (HK$8,509,400),
of which 22%-48% (for 74 sets of paintings), 24%-48.5% (for the 134 pieces of
precious stones), 29%-48% (for the 35 pieces of jewelry), 47%-48.5% (for 4 piece
of antique mammoth ivory carvings), 32%-48% (for the 29 pieces of amber),
45%-46% (for the 2 pieces of porcelain pastel paintings), 25%-48% (for the 7
pieces of porcelain), 30.25%-45% (for the 6 sets of Unit+ products), 45% (1
piece of Yixing collectable) and 45% (for the 7 pieces of Sports memorabilia) of
the listed values were charged as listing fees, respectively.
During the three months ended June 30, 2021, there was 1 new set of painting
listed on our platform. The total listing value was $1,288,376 (HK$10,000,000)
for the painting, of which 22% (for the painting) of the listed value was
charged as the listing fee.
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As of June 30, 2020, a total of 292 sets of artwork were listed for trade on our
platform -comprising 67 sets of paintings and calligraphies from famous Chinese,
Russian and Mongolian artists, with a total listing value of $28,489,331
(HK$221,100,000); 35 pieces of jewelry with a total listing value of $9,362,437
(HK$72,660,000); 134 pieces of precious stones with a total listing value of
$17,013,710 (HK$132,040,000); 29 pieces of amber with a total listing value of
$12,241,006 (HK$95,000,000); 4 pieces of antique mammoth ivory carvings with a
total listing value of $670,034 (HK$5,200,000); 2 pieces of porcelain pastel
paintings with a total listing value of $335,017 (HK$2,600,000); 7 pieces of
porcelain with a total listing value of $1,095,248 (HK$8,500,000); 6 sets of
Unit+ products with a total listing value of $1,328,987(HK$10,314,000); 1 piece
of Yixing collectable with a listing value of $128,853 (HK$1,000,000); and 7
pieces of Sports memorabilia with a listing value of $1,096,459 (HK$8,509,400),
of which 22.5%-48% (for 67 sets of paintings), 24%-48.5% (for the 134 pieces of
precious stones), 29%-48% (for the 35 pieces of jewelry), 47%-48.5% (for 4 piece
of antique mammoth ivory carvings), 32%-48% (for the 29 pieces of amber),
45%-46% (for the 2 pieces of porcelain pastel paintings), 25%-48% (for the 7
pieces of porcelain), 30.25%-45% (for the 6 sets of Unit+ products), 45% (1
piece of Yixing collectable) and 45% (for the 7 pieces of Sports memorabilia) of
the listed values were charged as listing fees, respectively.
During the three months ended June 30, 2020, there were 5 new sets of paintings
listed on our platform. Their total listing values were $1,675,085
(HK$13,000,000) for the paintings, of which 22.90-23% (for the paintings) of the
listed values were charged as listing fees.
The listing fees charged fell to $283,302 during the three months ended June 30,
2021 compared to $380,846 for the same period ended June 30, 2020. Compared to
those for the three months ended June 30, 2020, the number of new listing of
paintings and the value of the artworks were lower during the same period in
2020. There were five sets of paintings listed during the three months ended
June 30, 2020 while there was one new artwork listed on our platform during the
same period in 2021.
(ii) Commission fee revenue
We generate commission fee from non-VIP traders and selected traders as follows:
For non-VIP traders, the commission revenue was calculated based on a percentage
of transaction value of artworks, where we charge trading commissions for the
purchase and sale of the ownership shares of the artworks. The commission is
typically 0.3% of the total amount of each transaction, we currently charge a
reduced fee of 0.2% (resulting in an aggregate of 0.4% for both buy and sell
transactions) of the total transaction amount with the minimum charge of $0.0013
(HK$0.01).
For selected traders, starting from April 1, 2016, we charged a
predetermined monthly fee (unlimited trades for specific artworks) for specific
artworks. These traders are selected by authorized agents and reviewed by us.
After review, we negotiate individually with each one of them to determine a
fixed monthly fee. Different traders may have different rates but once
negotiated and agreed to, the monthly fee is fixed. Using the output method, we
recognize the monthly commission revenue when the selected traders receive
access to our trading platform to make unlimited trades for specific artwork.
We define traders as "inactive" if they meet the following criteria;
? The trader defaults in payment over three months;
? The trader did not incur any transactions in the month of reassessment;
? The service agent has confirmed with the relevant trader that he/she was
inactive.
Once an inactive trader has been assessed and identified, his/her contract will
be reassessed pursuant to ASC 606-10-25-5 because there has been a significant
change in fact and circumstances and pursuant to ASC 606-10-25-1(e), his/her
contract will not be deemed to exist and revenue will not be recognized until
consideration is received in accordance with ASC 606-10-25-7(a) as we would have
already performed our obligations ahead of receiving consideration.
We charge a non-transactional transfer commission on the transfer of the
ownership of an artwork. The commission amount is calculated based on 0.3% of
the close value of the artwork and each artwork unit. For the large volume of
transfer or under certain special circumstances, we charge at an
agreed-upon percentage of artworks units.
We used to offer commissions to traders and service agents. Effective January 1,
2019, we no longer offered commission to our traders. For service agents, we
offer a total of 40% to 75% of the commission earned from transactions with new
traders to the service agents when they bring in an agreed number of traders to
the trading platform.
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The commission paid to the service agents and discounts are recognized as a cost of revenue in the same period the related revenue is recognized.
Total commission revenue significantly decreased by $540,003 or 45.4% for the
three months ended June 30, 2021 to $ 648,310 compared to $1,188,313 for the
three months ended June 30, 2020. For the three months ended June 30, 2021, the
trading amount was approximately $3,485,629,605 (HK$27,068,913,439) compared to
$2,215,309,610 (HK$17,192,574,819) in the same period in 2020. The number of
active traders reduced by 16,114, from 65,957 in the three months ended June 30,
2020 to 49,843 in the same period in 2021. Although we incurred a higher amount
of trading amount in the three months ended June 30, 2021 compared to that in
the same period in 2020, majority of the transactions were initiated by our
selected traders. Other than the fixed commission revenue from those selected
traders, we did not earn additional commission revenue based on the trading
transaction volume of those selected traders. Therefore, our commission revenue
for the three months ended June 30, 2021 was significantly lower than that in
the same period in 2020.
(iii) Management fee revenue
We charge traders a management fee to cover the costs of insurance, storage, and
transportation for artwork and trading management of artwork units, which are
calculated at $0.0013 (HK$0.01) per 100 artwork units per day. The management
fee is deducted from proceeds from the sale of artwork units.
During the three months ended June 30, 2021 management fee revenue increased by
$101,877 or 92.6%, from $110,006 for the three months ended June 30, 2020 to
$211,883 due to an increase in trading transaction volume in the three months
ended June 30, 2021 compared to that in the same period in 2020 as discussed
above.
Revenue by customer type
The following table presents our revenue by customer type:
Three months ended June 30,
2021 2020
(Unaudited) (Unaudited)
Artwork owners $ 283,302 $ 380,846
Non - VIP Traders 645,954 1,078,701
Selected Traders 214,239 219,618
Total $ 1,143,495 $ 1,679,165
Cost of Revenue
Three months ended June 30,
2021 2020
(Unaudited) (Unaudited)
Commissions paid to service agents $ 351,352 $ 601,704
Depreciation 45,482 88,245
Internet service charge 26,808 36,303
Artwork insurance 12,731 12,151
Artwork storage 16,092 15,659
Total $ 452,465 $ 754,062
Cost of revenue for the three months ended June 30, 2021 and June 30, 2020 was
$452,465 and $754,062, respectively. The decrease in cost of revenue by $301,597
for the three months ended June 30, 2021 compared to June 30, 2020, was mainly
due to a plummet in commissions paid to service agents by $250,352 because of a
decrease in trading transactions initiated by non-VIP traders during the three
months ended June 30, 2021 as discussed above. Additionally, the decrease in the
overall cost of revenue was also driven by a fall in depreciation by $42,763 due
to some of our computer equipment and trading systems having been fully
depreciated.
Gross Profit
Gross profit was $691,030 or 60.4% of the total revenue for the three months
ended June 30, 2021 compared to $925,103 or 55.1% of the total revenue for the
three months ended June 30, 2020.
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Although our gross profit for the three months ended June 30, 2021 was lower
than that for the same period in 2020, the gross profit margin for the three
months ended June 30, 2021 was slightly higher by 5.3% compared to the same
period in 2020. The higher gross profit margin was primarily driven by a
comparatively lower cost of revenue percentage amount for the three months ended
June 30, 2021. The cost of revenue percentage for the three months ended June
30, 2021 was 39.6% whilst it was 44.9% for the same period in 2020.
Operating Expenses
General and administrative expenses for the three months ended June 30, 2021
were $7,952,314 compared to $929,728 for the three months ended June 30, 2020.
The increase in general and administrative expenses by $7,022,586 or 755.3% was
attributable to a spike in share based compensation expense by $6,844,847 as we
granted 335,000 shares to our independent directors, employees and consultants
in April 2021, an increase in consultancy fee by $280,026 due to a rise in
service fee, an increase in legal and professional fees by $84,781 as a result
of additional amounts paid to legal counsel for the closing of capital financing
deal and review of agreements as well as to the predecessor auditor for a
consent for the annual eport filing and an increase in travel and accommodation
fee by $17,349 as we had rented a staff accommodation. The overall increase was
offset by a fall in salary and welfare by $59,965 as a result of salary
reductions for our executives, a decrease in input VAT expense, $31,747 and
others by $94,276 during the three months ended June 30, 2021 compared to the
same period in 2020.
The following table sets forth the main components of the Company's general and
administrative expenses for the three months ended June 30, 2021 and June 30,
2020.
Three months ended
June 30,
2021 % of Total 2020 % of Total
(Unaudited) (Unaudited)
Salary and welfare $ 234,071 2.9 $ 294,036 31.6
Office, insurance and rental expenses 172,986 2.2 185,697 20.0
Legal and professional fees 239,685 3.0 154,904 16.7
Non-deductible input VAT expense 48,739 0.6 80,486 8.7
Travel and accommodation fees 24,639 0.3 7,290 0.8
Consultancy fee 315,214 4.0 35,188 3.8
Depreciation 25,547 0.3 30,815 3.3
Share based compensation expense 6,864,150 86.3 19,303 2.0
Others 27,283
0.4 122,009 13.1 Total general and administrative expense $ 7,952,314 100.0 $ 929,728 100.0
Other income
Other income for the three months ended June 30, 2021 was $178,377 compared to
other income of $58,902 for the same period in 2020. The significant increase in
other income for the three months ended June 30, 2021 is predominantly due to a
significant increase in foreign currency exchange gain by $145,899, arising from
the appreciation of the Renminbi against the US dollar.
Income tax expense
The Company's effective tax rate varies due to the multiple jurisdictions in
which it books its pretax income or losses. The Company was subject to a U.S.
income tax rate of 21%, Hong Kong profits tax rate of 8.25% for the first HK$ 2
million (approximately $257,676) assessable profits and at 16.5% for assessable
profits above HK$ 2 million (approximately $257,676) and PRC enterprise income
tax rate of 25%.
The effective tax rates for the three months ended June 30, 2021 and 2020 were (0.2)% and (102.1)% respectively.
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The income tax expense and income tax expense were $11,366 and $7,461 for the
three months ended June 30, 2021 and 2020, respectively. The income tax expense
was due to Tianjin Takung generating taxable income before tax for the three
months ended June 30, 2021.
Net loss
We recorded a net loss of $7,225,831 and $14,769 for the three months ended June 30, 2021 and 2020, respectively.
The increase in the net loss by $7,211,062 during this current period compared
to the same period in 2020 was predominantly due to a significant increase in
total general and administrative expenses as discussed aforementioned.
SIX MONTHS ENDED JUNE 30, 2021 COMPARED TO SIX MONTHS ENDED JUNE 30, 2020
The following tables set forth our condensed consolidated statements of income
data:
Six Months Ended
June 30,
% of % of
2021 Revenue 2020 Revenue
(Unaudited) (Unaudited)
Revenue $ 1,922,603 100 $ 2,860,451 100
Cost of revenue (704,702) (37) (1,410,576) (49)
Selling expense (236,469) (12) (104,574) (4)
General and administrative expenses (8,965,472) (466)
(2,040,175) (71)
Total costs and expenses (9,906,643) (515) (3,555,325) (124)
Loss from operations (7,984,040) (415) (694,874) (24)
Interest and other expenses, net 192,214 10 (178,401) (6)
Loss before income taxes (7,791,826) (405)
(873,275) (30)
Income tax expense 6,593 0 94,856 3
Net loss $ (7,798,419) (405) $ (968,131) (33)
Revenue
The following table sets forth our condensed consolidated revenue by revenue
source:
Six months ended
June 30,
2021 2020
(Unaudited) (Unaudited)
Listing fee revenue $ 557,094 $ 557,789
Commission 1,006,396 2,089,136
Management fee revenue 359,113 213,526
Total $ 1,922,603 $ 2,860,451
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(i) Listing fee revenue
As of June 30, 2021, a total of 299 sets of artwork were listed for trade on our
platform -comprising 74 sets of paintings and calligraphies from famous Chinese,
Russian and Mongolian artists, with a total listing value of $31,900,228
(HK$247,600,000); 35 pieces of jewelry with a total listing value of
$9,361,351(HK$72,660,000); 134 pieces of precious stones with a total listing
value of $17,011,737 (HK$132,040,000); 29 pieces of amber with a total listing
value of $12,239,587 (HK$95,000,000); 4 pieces of antique mammoth ivory carvings
with a total listing value of $669,956 (HK$5,200,000); 2 pieces of porcelain
pastel paintings with a total listing value of $334,978 (HK$2,600,000); 7 pieces
of porcelain with a total listing value of $1,095,121(HK$8,500,000); 6 sets of
Unit+ products with a total listing value of $1,328,833 (HK$10,314,000); 1 piece
of Yixing collectable with a listing value of $128,838 (HK$1,000,000); and 7
pieces of Sports memorabilia with a listing value of $1,096,332 (HK$8,509,400),
of which 22%-48% (for 74 sets of paintings), 24%-48.5% (for the 134 pieces of
precious stones), 29%-48% (for the 35 pieces of jewelry), 47%-48.5% (for 4 piece
of antique mammoth ivory carvings), 32%-48% (for the 29 pieces of amber),
45%-46% (for the 2 pieces of porcelain pastel paintings), 25%-48% (for the 7
pieces of porcelain), 30.25%-45% (for the 6 sets of Unit+ products), 45% (1
piece of Yixing collectable) and 45% (for the 7 pieces of Sports memorabilia) of
the listed values were charged as listing fees, respectively.
During the six months ended June 30, 2021, there were 4 sets of paintings listed
on our platform. Their total listing values were $2,383,498 (HK$18,500,000) for
the paintings, of which 22%-25% (for the paintings) of the listed values were
charged as listing fees.
As of June 30, 2020, a total of 292 sets of artwork were listed for trade on our
platform -comprising 67 sets of paintings and calligraphies from famous Chinese,
Russian and Mongolian artists, with a total listing value of $28,489,331
(HK$221,100,000); 35 pieces of jewelry with a total listing value of $9,362,437
(HK$72,660,000); 134 pieces of precious stones with a total listing value of
$17,013,710 (HK$132,040,000); 29 pieces of amber with a total listing value of
$12,241,006 (HK$95,000,000); 4 pieces of antique mammoth ivory carvings with a
total listing value of $670,034 (HK$5,200,000); 2 pieces of porcelain pastel
paintings with a total listing value of $335,017 (HK$2,600,000); 7 pieces of
porcelain with a total listing value of $1,095,248 (HK$8,500,000); 6 sets of
Unit+ products with a total listing value of $1,328,987(HK$10,314,000); 1 piece
of Yixing collectable with a listing value of $128,853 (HK$1,000,000); and 7
pieces of Sports memorabilia with a listing value of $1,096,459 (HK$8,509,400),
of which 22.5%-48% (for 67 sets of paintings), 24%-48.5% (for the 134 pieces of
precious stones), 29%-48% (for the 35 pieces of jewelry), 47%-48.5% (for 4 piece
of antique mammoth ivory carvings), 32%-48% (for the 29 pieces of amber),
45%-46% (for the 2 pieces of porcelain pastel paintings), 25%-48% (for the 7
pieces of porcelain), 30.25%-45% (for the 6 sets of Unit+ products), 45% (1
piece of Yixing collectable) and 45% (for the 7 pieces of Sports memorabilia) of
the listed values were charged as listing fees, respectively.
During the six months ended June 30, 2020, there were 7 new sets of paintings
listed on our platform. Their total listing values were $2,448,201
(HK$19,000,000) for the paintings, of which 22.83-23% (for the paintings) of the
listed values were charged as listing fees.
The listing fee revenue, $557,094, for the six months ended June 30, 2021,
compared to $557,789 for the same period ended June 30, 2020. The listing fee
was charged based on the listing value. Since the total listing value for the
six months ended June 30, 2021, $2,383,498 (HK$18,500,000) for the paintings was
comparable to $2,448,201 (HK$19,000,000) for the same period in 2020, the
listing fee revenue for the six months ended June 30, 2021 was comparable to
that in the same period in 2020.
(ii) Commission fee revenue
We generate commission fee from non-VIP traders and selected traders as follows:
For non-VIP traders, the commission revenue was calculated based on a percentage
of transaction value of artworks, where we charge trading commissions for the
purchase and sale of the ownership shares of the artworks. The commission is
typically 0.3% of the total amount of each transaction, we currently charge a
reduced fee of 0.2% (resulting in an aggregate of 0.4% for both buy and sell
transactions) of the total transaction amount with the minimum charge of $0.0013
(HK$0.01).
For selected traders, starting from April 1, 2016, we charged a predetermined
monthly fee (unlimited trades for specific artworks) for specific artworks.
These traders are selected by authorized agents and reviewed by us. After
review, we negotiate individually with each one of them to determine a fixed
monthly fee. Different traders may have different rates but once negotiated and
agreed to, the monthly fee is fixed. Using the output method, we recognize the
monthly commission revenue when the selected traders receive access to our
trading platform to make unlimited trades for specific artwork.
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We defined a selected trader as an inactive trader who meets one of the following criteria:
? The trader has been default in making monthly commission payment over three
months.
? The trader has not incurred any sales or purchase transactions in the month of
reassessment.
? The offering agent confirms that the respective selected trader is inactive.
Once an inactive trader has been assessed and identified, his/her contract will
be reassessed pursuant to ASC 606-10-25-5 because there has been a significant
change in fact and circumstances and pursuant to ASC 606-10-25-1(e), his/her
contract will not be deemed to exist and revenue will not be recognized until
consideration is received in accordance with ASC 606-10-25-7(a) as we would have
already performed our obligations ahead of receiving consideration.
We charge a non-transactional transfer commission on the transfer of the
ownership of an artwork. The commission amount is calculated based on 0.3% of
the close value of the artwork and each artwork unit. For the large volume of
transfer or under certain special circumstances, we charge at an agreed-upon
percentage of artworks units.
We used to offer commissions to traders and service agents. Effective January 1,
2019, we no longer offered commission to our traders. For service agents, we
offer a total of 40% to 75% of the commission earned from transactions with new
traders to the service agents when they bring in an agreed number of traders to
the trading platform.
The commission paid to the service agents and discounts are recognized as a cost of revenue in the same period the related revenue is recognized.
Total commission revenue dropped by $1,082,740 or 51.8% for the six months ended
June 30, 2021 to $1,006,396 compared to $2,089,136 for the six months ended June
30, 2020. Total transaction amounts for the six months ended June 30, 2021 and
2020 were $7,111,163,218 (HKD55,194,715,548) and $3,884,557,747
(HKD30,163,968,248), respectively. Although we incurred a higher trading amount
in the six months ended June 30, 2021 compared to that in the same period in
2020, majority of the transactions were initiated by our selected traders. Other
than the fixed commission revenue from those selected traders, we did not earn
additional commission revenue based on the trading transaction volume of those
selected traders. Therefore, our commission revenue for the six months ended
June 30, 2021 was significantly lower than that in the same period in 2020.
(iii) Management fee revenue
We charge traders a management fee to cover the costs of insurance, storage, and
transportation for an artwork and trading management of artwork units, which are
calculated at $0.0013 (HK$0.01) per 100 artwork units per day. The management
fee is deducted from proceeds from the sale of artwork units.
During the six months ended June 30, 2021, management fee revenue increased by
$145,587, from $213,526 for the six months ended June 30, 2020 to $359,113, due
to the higher trading transactions in the current period as discussed
aforementioned.
Revenue by customer type
The following table presents our revenue by customer type:
Six months ended
June 30,
2021 2020
(Unaudited) (Unaudited)
Artwork owners $ 557,094 $ 557,789
Non - VIP traders 958,593 1,934,832
Selected traders 406,916 367,830
Total $ 1,922,603 $ 2,860,451
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Cost of Revenue
Six months ended
June 30,
2021 2020
(Unaudited) (Unaudited)
Commissions paid to service agents $ 486,526 $ 1,099,305
Depreciation 114,544 184,436
Internet service charge 45,977 70,635
Artwork insurance 25,475 24,271
Artwork storage 32,180 31,929
Total $ 704,702 $ 1,410,576
Cost of revenue for the six months ended June 30, 2021 and June 30, 2020 was
$704,702 and $1,410,576, respectively. The decline in cost of revenue for the
six months ended June 30, 2021 compared to June 30, 2020 was mainly due to a
decrease in the commissions paid to service agents by $612,779. The decrease in
commission paid to service agents was also driven by a decrease in trading
transactions initiated by non-VIP traders during the six months ended June 30,
2021 as discussed above. The overall decrease was also triggered by a decrease
in depreciation by $69,892 due to some of our computer equipment and trading
systems having been fully depreciated and a reduction in internet service
charges by $24,658.
Gross Profit
Gross profit was $1,217,901 or 63.3% of the total revenue for the six months
ended June 30, 2021, compared to $1,449,875 or 50.7% of the total revenue for
the six months ended June 30, 2020. Gross profit amount was reduced by $231,974
while the gross profit margin was increased by 12.6%.
Overall total revenue for the six months ended June 30, 2021 dropped by $937,848
or 32.8% compared to the same period in 2020. Compared to the same period in
2020, there was a significant decrease in commission revenue for the six months
ended June 30, 2021 by $1,082,740 or 51.8%. The cost of revenue for the six
months ended June 30, 2021, $704,702 or 36.7% compared to $1,410,576 or 49.3% of
the total revenue for the same period in 2020. The percentage of commissions
paid to service agents over total cost of revenue, 69%, was lower in six months
ended June 30, 2021 compared to 77% in the same period in 2020. Consequently,
our gross profit amount was reduced by 231,974 while we posted a higher gross
profit margin of 63.3% for the six months ended June 30, 2021 compared to 50.7%
for the same period in 2020.
Operating Expenses
General and administrative expenses for the six months ended June 30, 2021 were
$8,965,472, compared to $2,040,175, for the six months ended June 30, 2020. The
spike in general and administrative expense by $6,925,297 or 339% was attributed
to the grant of 335,000 common stock to our independent directors, employees and
consultants in April 2021 which triggered a significant rise in share-based
compensation by $6,842,578, an increase in consultancy fee by $479,840 due to a
rise in service fee, an increase in legal and professional fees by $156,541 as a
result of additional amounts paid to legal counsel for the closing of capital
financing deal and review of agreements as well as to the predecessor auditor
for a consent for the annual report filing. The overall increase was offset by a
fall in salary and welfare by $158,455 as a result of salary reductions for our
executives, a decrease in input VAT expense, $67,698 and others by $95,896
during the six months ended June 30, 2021 compared to the same period in 2020.
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The following table sets forth the main components of the Company's general and
administrative expenses for the six months ended June 30, 2021 and June 30,
2020.
Six months ended
June 30,
2021 % of Total 2020 % of Total
(Unaudited) (Unaudited)
Salary and welfare $ 460,313 5.1 $ 618,768 30.3
Legal and professional fees 500,663 5.6 344,122 16.9
Office, insurance and rental expenses 299,244 3.3 510,476 25.0
Consultancy fee 550,145 6.1 70,305 3.4
Non-deductible input VAT expense 84,881 0.9 152,579 7.5
Depreciation 53,098 0.6 62,554 3.1
Traveling and accommodation fees 33,206 0.4 44,131 2.2
Share Based Compensation Expense 6,867,867 76.6 25,289 1.2
Others 116,055 1.4 211,951 10.4
Total general and administrative expense $ 8,965,472 100.0
$ 2,040,175 100.0
Other income (expenses)
During the six months ended June 30, 2021, the Company incurred other income in
an amount of $192,214 whilst it incurred other expenses in an amount of $178,401
for the six months ended June 30, 2020. The Company incurred exchange gain,
$170,133 in the six months ended June 30, 2021 whereas it incurred exchange
loss, $203,485 in the same period in 2020. The exchange gain or loss was
attributable to the fluctuations of the Renminbi against the US dollar.
Income tax expense
The Company's effective tax rate varies due to the multiple jurisdictions in
which it books its pretax income or losses. The Company was subject to a U.S.
income tax rate of 21%, Hong Kong profits tax rate of 8.25% for the first HK$ 2
million (approximately $257,676) assessable profits and at 16.5% for assessable
profits above HK$ 2 million (approximately $257,676) and PRC enterprise income
tax rate of 25%.
The effective tax rates for the six months ended June 30, 2021 and 2020 were (0.1)% and (10.9)%, respectively.
The income tax expense were $6,593 and $94,856 for the six months ended June 30, 2021 and 2020, respectively.
Net loss
We recorded a net loss for the six months ended June 30, 2021 of $7,798,419 compared to net loss of $968,131 for the six months ended June 30, 2020.
The increase in the net loss by $6,830,288 during this current period compared
to the same period in 2020 was predominantly triggered by the spike in general
and administrative expenses in the six months ended June 30, 2021 as discussed
above.
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Table of Contents
Liquidity and Capital Resources
The following tables set forth our consolidated statements of cash flow:
Six months ended
June 30,
2021 2020
(Unaudited) (Unaudited)
Net cash provided by (used in) operating activities $ 9,831,372 $ (3,782,887)
Net cash provided by (used in) investing activities 388,967
(18,388)
Net cash provided by financing activities 180,485 -
Effect of exchange rate change on cash and cash equivalents 53,269
(80,470)
Net increase (decrease) in cash, cash equivalents and
restricted cash 10,454,093
(3,881,745)
Cash, cash equivalents and restricted cash, beginning
balance 13,842,745
21,829,154
Cash, cash equivalents and restricted cash, ending balance $ 24,296,838
$ 17,947,409
Sources of Liquidity
During the six months ended June 30, 2021, net cash generated from operating
activities totaled $9,831,372. Although the Company incurred a net loss of
$7,798,419 during the six months ended June 30, 2021, such net loss was offset
by an increase in net change in operating assets and liabilities of $10,768,770
and non-cash adjustments to net loss of $6,861,021. Net cash generated from
investing activities totaled $388,967. Net cash provided by financing activities
totaled $180,485. The resulting change in cash for the period was an increase of
$10,454,093. The cash balance at the beginning of the period was $13,842,745.
The cash balance on June 30, 2021 was $24,296,838.
During the six months ended June 30, 2020, net cash used in operating activities
totaled $3,782,887, which predominantly resulted from the net loss of $968,131
and a decline in net change in operating assets and liabilities of $3,462,397
and offset by non-cash adjustments to net loss of $647,641. Net cash used in
investing activities included purchase of furniture and computer equipment by
Tianjin Takung. There was no net cash used in or provided by financing
activities for the six months ended June 30, 2020. The resulting change in cash
for the period was a decrease of $3,881,745. The cash balance at the beginning
of the period was $21,829,154. The cash balance as of June 30, 2020 was
$17,947,409.
As of June 30, 2021, the Company had $29,562,835 in total current liabilities,
which included $1,023,314 in accrued expenses and other payables, $20,033,483 in
customer deposits, $1,973,952 in short-term borrowings from a third party,
$6,438,487 in amount due to a related party, $7,728 in advances from customers,
$75,336 in lease liabilities and $10,535 in VAT payables.
As of December 31, 2020, the Company had $18,494,724 in total current
liabilities, which consisted of $728,088 in accrued expenses and other payables,
$9,144,610 in customer deposits, $1,977,109 in short-term borrowings from a
third party, $6,448,784 in amount due to related parties, $17,412 in advance
from customers, $72,367 in lease liabilities and $106,354 in VAT payables.
The Company is aware of events or uncertainties which may affect its future
liquidity because of capital controls in the PRC. The RMB is only currently
convertible under the "current account," which includes dividends, trade and
service-related foreign exchange transactions, but not under the "capital
account," which includes foreign direct investment and loans, including loans we
may secure from our onshore subsidiaries or variable interest entities.
Currently, our PRC subsidiaries, which are wholly-foreign owned enterprises, may
purchase foreign currency for settlement of "current account transactions,"
including payment of dividends to us, without the approval of the State
Administration of Foreign Exchange ("SAFE") by complying with certain procedural
requirements. However, the relevant PRC governmental authorities may limit or
eliminate our ability to purchase foreign currencies in the future for current
account transactions. The existing and future restrictions on currency exchange
may limit our ability to utilize revenue generated in Renminbi to fund our
business activities outside of the PRC or pay dividends in foreign currencies to
our stockholders, including holders of our shares of common stock. Foreign
exchange transactions under the capital account remain subject to limitations
and require approvals from, or registration with, SAFE and other relevant PRC
governmental authorities. This could affect our ability to obtain foreign
currency through debt or equity financing for our PRC subsidiaries.
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Applicable PRC law permits payment of dividends to us by our operating
subsidiaries in China only out of their net income, if any, determined in
accordance with PRC accounting standards and regulations. Our operating
subsidiaries in China are also required to set aside a portion of their net
income, if any, each year to fund general reserves for appropriations until such
reserves have reached 50% of the subsidiary's registered capital. These reserves
are not distributable as cash dividends. In addition, registered share capital
and capital reserve accounts are also restricted from withdrawal in the PRC, up
to the amount of net assets held in each operating subsidiary. In contrast,
there is no foreign exchange control or restrictions on capital flows into and
out of Hong Kong. Hence, our Hong Kong operating subsidiary is able to transfer
cash without any limitation to the U.S. under normal circumstances.
If our operating subsidiaries were to incur additional debt on their own behalf
in the future, the instruments governing the debt may restrict the ability of
our operating subsidiaries to transfer cash to our U.S. investors.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements, including arrangements that would
affect our liquidity, capital resources, market risk support, and credit risk
support or other benefits.
Future Financings
Although we are suffering business downturn including a decrease in trading
activities by our non-VIP traders, we are also undergoing a company
restructuring, including re-evaluating the company's business model and a
downsize of the workforce. Our management forecasts that we have sufficient cash
from our operations to fund our business organically. However, we may conduct
equity sales of our common shares in order to fund further expansion and growth
of our business. Issuances of additional shares will result in dilution to
existing stockholders. There is no assurance that we will achieve any sales of
the equity securities to fund expansion and other activities, and if we are able
to, there is no guarantee that existing shareholders will not be substantially
diluted. In essence, we do not need to rely on equity sales to fund our business
operations.
Critical Accounting Policies
We regularly evaluate the accounting policies and estimates that we use to make
budgetary and financial statement assumptions. A complete summary of these
policies is included in the notes to our financial statements. In general,
management's estimates are based on historical experience, on information from
third party professionals, and on various other assumptions that are believed to
be reasonable under the facts and circumstances. Actual results could differ
from those estimates made by management.
See Note 2 to the financial statements included herewith and Note 2 to the financial statements on Form 10-K for the fiscal year ended December 31, 2020, previously filed with the SEC.
Recent Accounting Pronouncements
See Note 2 to the financial statements included herewith and Note 2 to the financial statements on Form 10-K for the fiscal year ended December 31, 2020, previously filed with the SEC
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