Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 04, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | GLORY STAR NEW MEDIA GROUP HOLDINGS Ltd | |
Entity Central Index Key | 0001738758 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 55,898,866 | |
Entity Filer Number | 001-38631 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | E9 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 9,961 | $ 6,919 |
Accounts receivable, net | 55,003 | 51,061 |
Prepayment and other current assets | 2,554 | 2,499 |
Total current assets | 67,518 | 60,479 |
Property and equipment, net | 269 | 331 |
Intangible assets, net | 14,051 | 14,683 |
Deferred tax assets | 596 | 533 |
Unamortized produced content, net | 1,342 | 1,657 |
Right-of-use assets | 1,907 | 2,027 |
Total non-current assets | 18,165 | 19,231 |
TOTAL ASSETS | 85,683 | 79,710 |
Current liabilities: | ||
Short-term bank loans | 3,672 | 718 |
Accounts payable | 5,095 | 4,546 |
Advances from customers | 498 | 610 |
Accrued liabilities and other payables | 5,569 | 6,134 |
Other taxes payable | 2,148 | 1,890 |
Operating lease liabilities -current | 333 | 313 |
Due to related parties | 1,999 | 1,525 |
Convertible promissory note - related party | 1,400 | |
Total current liabilities | 20,714 | 15,736 |
Long-term bank loan | 1,271 | |
Operating lease liabilities - non-current | 1,488 | 1,718 |
Total non-current liabilities | 2,759 | 1,718 |
TOTAL LIABILITIES | 23,473 | 17,454 |
Commitments and contingences | ||
Shareholders' equity | ||
Preferred shares (par value of $0.0001 per share; 2,000,000 authorized; none issued and outstanding) | ||
Ordinary shares (par value of $0.0001 per share; 200,000,000 shares authorized as of December 31, 2019 and March 31, 2020; 41,204,025 and 50,898,866 shares issued and outstanding as of December 31, 2019 and March 31, 2020, respectively) | 5 | 4 |
Additional paid-in capital | 11,573 | 13,375 |
Statutory reserve | 431 | 431 |
Retained earnings | 52,448 | 49,547 |
Accumulated other comprehensive loss | (2,655) | (1,576) |
TOTAL GLORY STAR NEW MEDIA GROUP HOLDINGS LIMITED SHAREHOLDERS’ EQUITY | 61,802 | 61,781 |
Non-controlling interest | 408 | 475 |
TOTAL EQUITY | 62,210 | 62,256 |
TOTAL LIABILITIES AND EQUITY | $ 85,683 | $ 79,710 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, authorized | 2,000,000 | 2,000,000 |
Preferred shares, issued | ||
Preferred shares, outstanding | ||
Ordinary shares, value | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 200,000,000 | 200,000,000 |
Ordinary shares, issued | 50,898,866 | 41,204,025 |
Ordinary shares, outstanding | 50,898,866 | 41,204,025 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 9,757 | $ 13,753 |
Operating expenses: | ||
Cost of revenues | (4,991) | (8,212) |
Selling and marketing | (379) | (259) |
General and administrative | (1,287) | (639) |
Research and development | (206) | (197) |
Total operating expenses | (6,863) | (9,307) |
Income from operations | 2,894 | 4,446 |
Other (expenses) income: | ||
Interest expense, net | (87) | (135) |
Other (expenses) income, net | 30 | (5) |
Total other expenses | (57) | (140) |
Income before income tax | 2,837 | 4,306 |
Income tax (expense) benefit | 5 | (172) |
Net income | 2,842 | 4,134 |
Less: net loss attributable to non-controlling interests | (59) | (9) |
Net income attributable to Glory Star New Media Group Holdings Limited's shareholders | 2,901 | 4,143 |
Other comprehensive income (loss) | ||
Unrealized foreign currency translation gain (loss) | (1,087) | 577 |
Comprehensive income | 1,755 | 4,711 |
Less: comprehensive loss attributable to non-controlling interests | (67) | |
Comprehensive income attributable to Glory Star New Media Group Holdings Limited's shareholders | $ 1,822 | $ 4,711 |
Earnings per ordinary share | ||
Basic | $ 0.06 | $ 0.1 |
Weighted average shares used in calculating earnings per ordinary share | ||
Basic | 45,504,828 | 41,204,025 |
Earnings per ordinary share | ||
Dilutive | $ 0.06 | $ 0.09 |
Weighted average shares used in calculating earnings per ordinary share | ||
Dilutive | 50,784,828 | 46,484,025 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) - USD ($) $ in Thousands | Preferred shares | Ordinary shares | Additional paid-in capital | Retained earnings | Statutory reserve | Accumulated other comprehensive (loss) income | Total shareholders' equity | Non-controlling interests | Total |
Balance at Dec. 31, 2018 | $ 4 | $ 574 | $ 23,840 | $ 418 | $ (608) | $ 24,228 | $ 401 | $ 24,629 | |
Balance, shares at Dec. 31, 2018 | 41,204,025 | ||||||||
Accretion of mezzanine equity | (195) | (195) | (195) | ||||||
Net income | 4,143 | 4,143 | (9) | 4,143 | |||||
Foreign currency translation adjustment | 568 | 568 | 9 | 577 | |||||
Balance at Mar. 31, 2019 | $ 4 | 574 | 27,788 | 418 | (40) | 28,744 | 401 | 29,145 | |
Balance, shares at Mar. 31, 2019 | 41,204,025 | ||||||||
Balance at Dec. 31, 2019 | $ 4 | 13,375 | 49,547 | 431 | (1,576) | 61,781 | 475 | 62,256 | |
Balance, shares at Dec. 31, 2019 | 41,204,025 | ||||||||
Reverse recapitalization | $ 1 | (1,877) | (1,876) | (1,876) | |||||
Reverse recapitalization, shares | 6,059,511 | ||||||||
Issuance of shares to three independent directors | 1 | 1 | 1 | ||||||
Issuance of shares to three independent directors, shares | 6,000 | ||||||||
Issuance of shares for the services rendered | |||||||||
Issuance of shares for the services rendered, shares | 1,125,000 | ||||||||
Issuance of shares for the conversion of rights | |||||||||
Issuance of shares for the conversion of rights, shares | 2,504,330 | ||||||||
Net income | 2,901 | 2,901 | (59) | 2,901 | |||||
Foreign currency translation adjustment | (1,079) | (1,079) | (8) | (1,087) | |||||
Balance at Mar. 31, 2020 | $ 5 | $ 11,573 | $ 52,448 | $ 431 | $ (2,655) | $ 61,802 | $ 408 | $ 62,210 | |
Balance, shares at Mar. 31, 2020 | 50,898,866 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 2,901 | $ 4,143 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
(Reversal of allowance) allowance for doubtful accounts | 381 | (40) |
Depreciation and amortization | 448 | 61 |
Amortization of right-of-use assets | 87 | 57 |
Deferred income tax expense (benefit) | (73) | 172 |
Share base compensation | 75 | |
Changes in assets and liabilities | ||
Accounts receivable | (5,253) | (6,341) |
Prepayment and other current assets | (49) | 3,907 |
Unamortized produced content | 291 | 565 |
Accounts payable | 591 | 1,340 |
Advances from customers | (104) | (43) |
Accrued liabilities and other payables | (469) | (844) |
Other taxes payable | 295 | (54) |
Operating lease liabilities | (179) | (192) |
Net cash provided by (used in) operating activities | (1,118) | 2,722 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (4) | |
Prepayments for acquisition of intangible assets | (2,345) | |
Net cash used in investing activities | (2,349) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from bank loans | 4,299 | |
Repayments of bank loans | (1,818) | |
Proceeds from a third party | 297 | |
Cash acquired from the acquisition of TKK | 23 | |
Net cash (used in) provided by financing activities | 4,322 | (1,521) |
Effect of exchange rate changes | (162) | 48 |
Net (decrease) increase in cash, cash equivalents and restricted cash | 3,042 | (1,100) |
Cash, cash equivalents and restricted cash, at beginning of year | 6,919 | 2,437 |
Cash, cash equivalents and restricted cash, at end of year | 9,961 | 1,337 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interests paid | 24 | 141 |
Right of use assets obtained in exchange for operating lease obligations | $ 2,548 |
Organization and Principal Acti
Organization and Principal Activities | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | 1. ORGANIZATION AND PRINCIPAL ACTIVITIES Organization and General Glory Star New Media Group Holdings Limited ("GS Holdings", or the "Company"), was a blank check company incorporated in the Cayman Islands on February 5, 2018 under the former name TKK Symphony Acquisition Corporation ("TKK"). GS Holdings was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. The registration statements for TKK's Initial Public Offering ("Initial Public Offering") were declared effective on August 15, 2018. Reverse recapitalization On February 14, 2020, GS Holdings consummated the transaction (the "Business Combination") contemplated by the Share Exchange Agreement dated as of September 6, 2019, as amended ("Share Exchange Agreement"), by and among the Company, Glory Star New Media Group Limited, a Cayman Islands exempted company ("Glory Star"), Glory Star New Media (Beijing) Technology Co., Ltd., a wholly foreign-owned enterprise limited liability company ("WFOE") incorporated in the People's Republic of China ("PRC") and indirectly wholly-owned by Glory Star, Xing Cui Can International Media (Beijing) Co., Ltd., a limited liability company incorporated in the PRC ("Xing Cui Can"), Horgos Glory Star Media Co,. Ltd. ("Horgos"), a limited liability company incorporated in the PRC, each of Glory Star's shareholders (collectively, the "Sellers"), TKK Symphony Sponsor 1, the Company's sponsor (the "Sponsor"), in the capacity as the representative from and after the closing of the Business Combination for GS Holdings' shareholders other than the Sellers, and Bing Zhang, in the capacity as the representative for the Sellers thereunder, pursuant to which GS Holdings acquired 100% of the equity interests of Glory Star from the Sellers. As a result of the Business Combination, Sellers became the controlling shareholders of the Company. The Business Combination was accounted for as a reverse merger, wherein Glory Star is considered the acquirer for accounting and financial reporting purposes and the transaction was treated as a recapitalization of Glory Star. Upon closing of the Business Combination (the "Closing"), the Company acquired all of the issued and outstanding securities of Glory Star in exchange for (i) 41,204,025 of the Company's ordinary shares ("Closing Payment Shares"), of which 2,060,201 of the Closing Payment Shares shall be deposited into escrow to secure certain indemnification obligations of the Sellers, plus (ii) earnout payments consisting of up to an additional 5,000,000 of the Company's ordinary shares if the Company meet certain financial performance targets for the 2019 fiscal year and an additional 5,000,000 of the Company's ordinary shares if the Company meet certain financial performance targets for the 2020 fiscal year (the "Earnout Shares"). In the event that a financial performance target is not met for the 2019 fiscal year and/or 2020 fiscal year but the Company meet certain financial performance targets for the 2019 fiscal year and 2020 fiscal year combined, the Sellers will be entitled to receive any Earnout Shares that they otherwise did not receive. After giving effect to the Business Combination and the issuance of the Closing Payment Shares described above, there are 49,767,866 of the Company's ordinary shares issued and outstanding. The Business Combination is treated by TKK as a reverse merger under the acquisition method of accounting in accordance with GAAP. For accounting purposes, Glory Star is considered to be acquiring TKK in this transaction. Therefore, the aggregate consideration paid in connection with the business combination will be allocated to TKK's tangible and intangible assets and liabilities based on their fair market values. The assets and liabilities and results of operations of TKK will be consolidated into the results of operations of Glory Star as of the completion of the Business Combination. Reorganization of Glory Star Group On November 30, 2018, Glory Star was incorporated as an exempted company with limited liability under the laws of the Cayman Islands. On December 18, 2018, Glory Star New Media Group HK Limited ("Glory Star HK") was established as a wholly-owned subsidiary formed in accordance with laws and regulations of Hong Kong. Glory Star HK is a holding company and holds all the equity interests of Glory Star New Media (Beijing) Technology Co., Ltd.("WFOE"), which was established in the PRC on March 13, 2019. Xing Cui Can was incorporated in Beijing on September 7, 2016 under the laws of the People's Republic of China ("PRC" or "China"). It is a holding company with no business operation. Horgos was incorporated in Horgos Economic District, Xinjiang province, China on November 1, 2016 under the laws of the People's Republic of China ("PRC" or "China"). Horgos is a leading provider and operator of premium lifestyle content through mobile internet in China. Horgos formed some subsidiaries in PRC at the following dates: ● Glory Star Media (Beijing) Co., Ltd. ("Glory Star Beijing"), a company incorporated on December 9, 2016 in Beijing is wholly owned by Horgos. ● Leshare Star (Beijing) Technology Co., Ltd. ("Beijing Leshare"), a company incorporated on March 28, 2016 in Beijing is wholly owned by Horgos. ● Horgos Glary Prosperity Culture Co., Ltd. ("Glary Prosperity"), was incorporated on December 14, 2017 in Horgos Economic District, Xinjiang province and 51% of its shareholding was acquired by Horgos. Horgos Glary Wisdom formed a branch of Horgos Glary Prosperity Culture Co., Ltd. Beijing Branch ("Glary Prosperity Beijing Branchy") on May 8, 2018. ● Shenzhen Leshare Investment Co., Ltd. ("Shenzhen Leshare"), a company incorporated on June 27, 2018 in ShenZhen, Guangdong province is wholly owned by Horgos. Shenzhen Leshare is dormant as of December 31, 2018. ● Horgos Glary Wisdom Marketing Planning Co., Ltd. ("Horgos Glary Wisdom") was incorporated on June 13, 2018 in Horgos Economic District, Xinjiang province and 51% of its shareholding was acquired by Horgos. Horgos Glary Wisdom formed a subsidiary as Glary Wisdom (Beijing) Marketing Planning Co., Ltd. ("Beijing Glary Wisdom") on September 10, 2018. In September 2019, WFOE has entered into a series of contractual arrangements with (i) Xing Cui Can and its shareholders, and (ii) Horgos and its shareholders, which allow Glory Star to exercise effective control over Xing Cui Can and Horgos and receive substantially all the economic benefits of Xing Cui Can and Horgos (the "VIEs"). These contractual agreements include Business Cooperation Agreement, Exclusive Option Agreement, Share Pledge Agreement, Proxy Agreement and Power of Attorney and Master Exclusive Service Agreement (collectively "VIEs Agreements"). Glory Star together with its wholly-owned subsidiary Glory Star HK and WFOE and its VIEs and VIEs' subsidiaries were effectively controlled by the same shareholders after the reorganization. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of presentation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The consolidated financial statements include the financial statements of the Company, its subsidiaries, its VIEs and its VIEs' subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation. (b) Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period and accompanying notes, including allowance for doubtful accounts, allowance for unamortized production content, the useful lives of property and equipment and intangible assets, impairment of long-lived assets, valuation allowance for deferred tax assets and revenue recognition. Actual results could differ from those estimates. (c) Fair value Measurement The Company applies ASC Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows: Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Unobservable inputs are valuation technique inputs that reflect the Company's own assumptions about the assumptions that market participants would use in pricing an asset or liability. Management of the Company is responsible for considering the carrying amount of cash and cash equivalents, accounts receivable, prepayment and other current assets, short-term bank loans, accounts payable, advances from customers, accrued liabilities and other payables and other taxes payable based on the short-term maturity of these instruments to approximate their fair values because of their short-term nature. (d) Accounts Receivable, net Accounts receivable represent the amounts that the Company has an unconditional right to consideration (including billed and unbilled amount) when the Company has satisfied its performance obligation. The Company does not have any contract assets since revenue is recognized when control of the promised services is transferred and the payment from customers is not contingent on a future event. The Company maintains allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyses historical bad debt, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to estimate the allowance. Past due accounts are generally written off against the allowance for bad debts only after all collection attempts have been exhausted and the potential for recovery is considered remote. (e) Unamortized produced content Produced content includes direct production costs, production overhead and acquisition costs and is stated at the lower of unamortized cost or estimated fair value. Produced content also includes cash expenditures made to enter into arrangements with third parties to co-produce certain of its productions. The Company uses the individual-film-forecast-computation method and amortizes the produced content based on the ratio of current period actual revenue (numerator) to estimated remaining unrecognized ultimate revenue as of the beginning of the fiscal year (denominator) in accordance with ASC 926. Ultimate revenue estimates for the produced content are periodically reviewed and adjustments, if any, will result in prospective changes to amortization rates. When estimates of total revenues and other events or changes in circumstances indicate that a film or television series has a fair value that is less than its unamortized cost, a loss is recognized currently for the amount by which the unamortized cost exceeds the film or television series' fair value. For the three months ended March 31, 2019 and 2020, $3,430 and $3,369 were amortized to the cost of sales, and as of December 31, 2019 and March 31, 2020, no impairment allowance was recorded. (f) Intangible asset, net Intangible asset is stated at cost less accumulated amortization and amortized in a method which reflects the pattern in which the economic benefits of the intangible asset are expected to be consumed or otherwise used up. The balance of intangible asset represents software related to CHEERS App, a mobile application that allows its users to access its online store (e-Mall), video content, live streaming, and online games. The software is acquired externally tailored to the Company's requirements and is amortized straight-line over 7 years in accordance with the way the Company estimates to generate economic benefits from such software. (g) Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. The Company did not record any impairment charge for the three months ended March 31, 2019 and 2020. (h) Revenue Recognition The Company early adopted the new revenue standard Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, on January 1, 2017. The core principle of this new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company mainly offers and generates revenue from the copyright licensing of self-produced content, advertising and customized content production and others. Revenue recognition policies are discussed as follows: Copyright revenue The Company self produces or coproduces TV series featuring lifestyle, culture and fashion, and licenses the copyright of the TV series on an episode basis to the customer for broadcast over a period of time. Generally, the Company signs a contract with a customer which requires the Company to deliver a series of episodes that are substantially the same and that have the same pattern of transfer to the customer. Accordingly, the delivery of the series of episodes is defined as the only performance obligation in the contract. For the TV series produced solely by the Company, the Company satisfies its performance obligation over time by measuring the progress toward the delivery of the entire series of episodes which is made available to the licensee for exhibition after the license period has begun. Therefore, the copyright revenue in a contract is recognized over time based on the progress of the number of episodes delivered. The Company also coproduces TV series with other producers and licenses the copyright to third-party video broadcast platforms for broadcast. For TV series produced by Glory Star Group with co-producers, the Company satisfies its performance obligations over time by the delivery of the entire series of episodes to the customer, and requires the customer to pay consideration based on the number and the unit price of valid subsequent views of the TV series that occur on a broadcast platform. Therefore, the copyright revenue is recognized when the later of the valid subsequent view occurs or the performance obligation relating to the delivery of a number of episodes has been satisfied. Advertising revenue The Company generates revenue from sales of various forms of advertising on its TV series and streaming content by way of 1) advertisement displays, or 2) the integration of promotion activities in TV series and content to be broadcast. Advertising contracts are signed to establish the different contract prices for different advertising scenarios, consistent with the advertising period. The Company enters into advertising contracts directly with the advertisers or the third-party advertising agencies that represent advertisers. For the contracts that involve the third-party advertising agencies, the Company is principal as the Company is responsible for fulfilling the promise of providing advertising services and has the discretion in establishing the price for the specified advertisement. Under a framework contract, the Company receives separate purchase orders from advertising agencies before the broadcast. Accordingly, each purchase order is identified as a separate performance obligation, containing a bundle of advertisements that are substantially the same and that have the same pattern of transfer to the customer. Where collectability is reasonably assured, revenue is recognized monthly over the service period of the purchase order. For contracts signed directly with the advertisers, the Company commits to display a series of advertisements which are substantially the same or similar in content and transfer pattern, and the display of the whole series of advertisements is identified as the single performance obligation under the contract. The Company satisfies its performance obligations over time by measuring the progress toward the display of the whole series of advertisements in a contract, and advertising revenue is recognized over time based on the number of advertisements displayed. Payment terms and conditions vary by contract types, and terms typically include a requirement for payment within a period from 3 to 6 months. Both direct advertisers and third-party advertising agencies are generally billed at the end of the display period and require the Company to issue VAT invoices in order to make their payments. However, because the local government tax authority uses a quota system to manage the VAT tax, it normally either delays the VAT invoices issued or does not issue sufficient VAT invoices. As such, the Company is not able to provide sufficient VAT invoices on a timely manner and results in increased account receivables. Customized content production revenue The Company produces customized short streaming videos according to its customers' requirement, and earns fixed fees based on delivery. Revenue is recognized upon the delivery of short streaming videos. CHEERS E-mall marketplace service revenue The Company through CHEERS E-mall, an online e-commerce platform, enables third-party merchants to sell their products to consumers in China. The Company charges fees for platform services to merchants for sales transactions completed on the Cheer E-Mall including but not limited to products displaying, promotion and transaction settlement services. The Company does not take control of the products provided by the merchants at any point in the time during the transactions and does not have latitude over pricing of the merchandise. Transaction services fee is determined as the difference between the platform sales price and the settlement price with the merchants. CHEERS E-mall marketplace service revenue is recognized at a point of time when the Company's performance obligation to provide marketplace services to the merchants are determined to have been completed under each sales transaction upon the consumers confirming the receipts of goods. Payments for services are generally received before deliveries. The Company provides coupons to consumers at our own discretion as incentives to promote CHEERS E-mall marketplace with validity usually around or less than one week, which can only be used in future purchases of eligible merchandise offered on CHEERS E-mall to reduce purchase price that are not specific to any merchant. Consumers are not customers of the Company, therefore incentives offered to consumers are not considered consideration payable to customers. As the consumers are required to make future purchases of the merchants' merchandise to redeem these coupons, the Company does not accrue any expense for coupons when granted and recognizes the amounts of redeemed coupons as marketing expenses when future purchases are made. Other Revenues Other revenue primarily consists of copyrights trading of purchased and produced TV-series and the sales of products on Taobao platform. For copyright licensing of purchased and produced TV-series, the Company recognize revenue on net basis at a point of time upon the delivery of master tape and authorization of broadcasting right. For sales of product, the company recognize revenue upon the transfer of products according to the fixed price and production amount in sales orders. The following table identifies the disaggregation of our revenue for the three months ended March 31, 2019 and 2020, respectively: For the three months ended 2019 2020 (Unaudited) (Unaudited) Category of Revenue: Advertising revenue $ 10,402 $ 7,880 Copyrights revenue 2,725 992 Customized content production revenue 620 288 CHEERS E-mall marketplace service revenue - 50 Other revenue 6 547 Total $ 13,753 $ 9,757 Timing of Revenue Recognition: Services transferred over time $ 13,747 $ 9,160 Services transferred at a point in time - 50 Goods transferred at a point in time 6 547 Total $ 13,753 $ 9,757 The Company applied a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. The Company does not have any significant incremental costs of obtaining contracts with customers incurred and/or costs incurred in fulfilling contracts with customers within the scope of ASC Topic 606, that shall be recognized as an asset and amortized to expenses in a pattern that matches the timing of the revenue recognition of the related contract. (i) Earnings per Share The Company computes earnings per share ("EPS") in accordance with ASC 260, "Earnings per Share" ("ASC 260"). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income/(loss) attributable to ordinary shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, earnout shares and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. There is no anti-dilutive effect for the three months ended March 31, 2019 and 2020. (j) Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, "Measurement of Credit Losses on Financial Instruments (Topic 326)", which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life, instead of when incurred. In November 2018, the FASB issued ASU No. 2018-19, "Codification Improvements to Topic 326, Financial Instruments—Credit Losses", which amends Subtopic 326-20 (created by ASU No.2016-13) to explicitly state that operating lease receivables are not in the scope of Subtopic 326-20. Additionally, in April 2019, the FASB issued ASU No.2019-04, "Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments", in May 2019, the FASB issued ASU No. 2019-05, "Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief", and in November 2019, the FASB issued ASU No. 2019-10, "Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates", and ASU No. 2019-11, "Codification Improvements to Topic 326, Financial Instruments—Credit Losses", to provide further clarifications on certain aspects of ASU No. 2016-13 and to extend the nonpublic entity effective date of ASU No. 2016-13. The changes (as amended) are effective for the Company for annual and interim periods in fiscal years beginning after December 15, 2022, and the Company is in the process of evaluating the potential effect on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently assessing the impact of adopting this standard, but based on a preliminary assessment, does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Accounts Receivable, Net
Accounts Receivable, Net | 3 Months Ended |
Mar. 31, 2020 | |
Credit Loss [Abstract] | |
ACCOUNTS RECEIVABLE, NET | 3. ACCOUNTS RECEIVABLE, NET As of December 31, 2019 and March 31, 2020, accounts receivable consisted of the following: December 31, March 31, (Unaudited) Accounts receivable - gross $ 53,007 $ 57,293 Allowance for doubtful accounts (1,946 ) (2,290 ) Accounts receivables, net $ 51,061 $ 55,003 The Company reversed $39 of bad debt expense for the three months ended March 31, 2019 and recorded bad debt expense of $383 for the three months ended March 31, 2020, respectively. |
Prepayment and Other Current As
Prepayment and Other Current Assets | 3 Months Ended |
Mar. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAYMENT AND OTHER CURRENT ASSETS | 4. PREPAYMENT AND OTHER CURRENT ASSETS As of December 31, 2019 and March 31, 2020, prepayment and other current assets consisted of the following: December 31, March 31, (Unaudited) Prepaid production fee $ 1,912 $ 2,078 Other prepaid expense 224 176 Staff advance 182 70 Others 181 230 $ 2,499 $ 2,554 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 5. PROPERTY AND EQUIPMENT, NET As of December 31, 2019 and March 31, 2020, property and equipment consisted of the following: December 31, March 31, (Unaudited) Electronic equipment $ 720 $ 708 Office equipment and furniture 63 62 Leasehold improvement 128 126 911 896 Less: accumulated depreciation (580 ) (627 ) $ 331 $ 269 For the three months ended March 31, 2019 and 2020, depreciation expense amounted to $59 and $58 respectively. |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 6. INTANGIBLE ASSETS, NET As of December 31, 2019 and March 31, 2020, intangible assets consisted of the following: December 31, March 31, (Unaudited) Intangible assets – gross $ 15,213 $ 14,957 Less: accumulated amortization (530 ) (906 ) $ 14,683 $ 14,051 The balance of intangible assets mainly represents software related to CHEERS App, primarily consisting e-mall, online game, video media library and data warehouse modules, etc., acquired externally tailored to the Company's requirements and is amortized straight-line over 7 years in accordance with the way the Company estimates to generate economic benefits from such software. For the three months ended March 31, 2019 and 2020, amortization expense amounted to $2 and $390, respectively. The following is a schedule, by fiscal years, of amortization amount of intangible asset as of March 31, 2020: 2020 (remaining) $ 1,635 2021 2,134 2022 2,134 2023 2,134 Thereafter 6,014 Total $ 14,051 |
Accrued Liabilities and Other P
Accrued Liabilities and Other Payables | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES AND OTHER PAYABLES | 7. ACCRUED LIABILITIES AND OTHER PAYABLES As of December 31, 2019 and March 31, 2020, accrued liabilities and other payables consisted of the following: December 31, March 31, (Unaudited) Borrowing from former shareholder (1) $ 2,155 $ 2,118 Co-invest online series production fund 472 458 Payroll payables 1,262 1,527 Other payables 2,245 1,466 $ 6,134 $ 5,569 (1) Borrowing from former shareholder represented the loan from Lead Eastern Investment Co., Ltd, who was the related party of the Company until October 26, 2018. |
Other Taxes Payable
Other Taxes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
OTHER TAXES PAYABLE | 8. OTHER TAXES PAYABLE As of December 31, 2019 and March 31, 2020, other taxes payable consisted of the following: December 31, March 31, (Unaudited) VAT payable $ 1,839 $ 2,065 Business tax payable 60 45 Others (9 ) 38 $ 1,890 $ 2,148 |
Bank Loans
Bank Loans | 3 Months Ended |
Mar. 31, 2020 | |
Bank Loans [Abstract] | |
BANK LOANS | 9. BANK LOANS Bank loans represent the amounts due to various banks that are due within and over one year. As of December 31, 2019 and March 31, 2020, bank loans consisted of the following: December 31, March 31, (Unaudited) Short-term bank loans: Loan from Bank of Beijing (1) 718 706 Loan from China Merchants Bank (2) - 2,824 Loan from Huaxia Bank (3) - 142 718 3,672 Long-term bank loans: Loan from Huaxia Bank (3) - 1,271 - 1,271 $ 718 $ 4,943 (1) On December 18, 2019, Glory Star Beijing entered into a loan agreement with Bank of Beijing to borrow $718 as working capital for one year, with maturity date of December 18, 2020. The loan bears a fixed interest rate of 5.22% per annum. The loan is guaranteed by Beijing Haidian Sci-tech Enterprises Financing Guarantee Co., Ltd, for whom a counter-guarantee was provided by Horgos and Mr. Zhang Bing, the Chairman of the Company's board of directors. As of March 31, 2020, the outstanding balance was $706. (2) In December 2019, Glory Star Beijing entered into a two-year credit facility agreement of maximum $1,412 with China Merchants Bank. On January 6, 2020, Glory Star Beijing made a withdraw of $1,412), which will be due on January 5, 2021. In March 2020, Glory Star Beijing entered into another two-year credit facility agreement of maximum $1,412 with China Merchants Bank. On March 27, 2020, Glory Star Beijing made a withdraw of $1,412), which will be due on March 26, 2021. Both two loans bear a fixed interest rate of 4.785% per annum. The loans are guaranteed by Beijing Zhongguancun Sci-tech Financing Guarantee Co., Ltd, for whom a counter guarantee was provided by Horgos, Mr. Zhang Bing, the Chairman of the Company's board of directors, and Mr. Lu Jia, the Vice President of the Company. (3) In March, 2020, Glory Star Beijing entered into a two-year credit facility agreement of maximum $1,413 with Huaxia Bank. On March 23, 2020, Glory Star Beijing made a withdrawal of $1,413, $142 of which will be due on March 21, 2021 and the remaining of $1,271 will be due on March 23, 2022. The loan bears a fixed interest rate of 6.09% per annum. The loan is guaranteed by Beijing Haidian Sci-tech Enterprises Financing Guarantee Co., Ltd. Horgos provided counter-guarantee to Beijing Haidian Sci-tech Enterprises Financing Guarantee Co., Ltd with accounts receivable from Beijing iQYI Technology Co., Ltd. pledged as collateral and Mr. Zhang Bing, the Chairman of the Company's board of directors, provided the second guarantee. The weighted average interest rate for short-term bank loans was approximately 5.58% and 5.00% for the three months ended March 31, 2019 and 2020, respectively. For the three months ended March 31, 2019 and 2020, interest expense related to bank loans amounted to $151 and $26 respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
LEASES | 10. LEASES The Company leases offices space under non-cancelable operating leases, with terms ranging from one to five years. The Company considers those renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of right of use assets and lease liabilities. Lease expense for lease payment is recognized on a straight-line basis over the lease term. Leases with initial term of 12 months or less are not recorded on the balance sheet. The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company's leases do not provide a readily determinable implicit rate. Therefore, the Company discount lease payments based on an estimate of its incremental borrowing rate. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. Supplemental balance sheet information related to operating lease was as follows: December 31, March 31, (Unaudited) Right-of-use assets $ 2,027 $ 1,907 Operating lease liabilities - current $ 313 $ 333 Operating lease liabilities - non-current 1,718 1,488 Total operating lease liabilities $ 2,031 $ 1,821 The weighted average remaining lease terms and discount rates for the operating lease were as follows as of March 31, 2020: Remaining lease term and discount rate: Weighted average remaining lease term (years) 4.83 Weighted average discount rate 5.55 % For the three months ended March 31, 2019 and 2020, the Company incurred total operating lease expenses of $122 and $126, respectively. The following is a schedule, by fiscal years, of maturities of lease liabilities as of March 31, 2020: 2020 (remaining) $ 203 2021 446 2022 446 2023 491 2024 491 Total lease payments 2,077 Less: imputed interest 256 Present value of lease liabilities $ 1,821 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 11. RELATED PARTY TRANSACTIONS Amounts due to Related Parties As of December 31, 2019 and March 31, 2020, amounts due to related parties consisted of the following: December 31, March 31, (Unaudited) Mr. Zhang Bing (1) $ 726 $ 713 Mr. Lu Jia (2) 799 786 TKK sponsor - 500 $ 1,525 $ 1,999 (1) Chairman of the Company's board of directors and CEO of the Company (2) Board member and vice president of the Company. The balances of $1,525 and $1,499 a s of December 31, 2019 and March 31, 2020, respectively, were borrowed from related parties for the Company's working capital needs. The balances are short-term in nature, non-interest bearing, unsecured and repayable on demand. Convertible promissory note – related party On September 6, 2019, GS Holdings issued the Sponsor an unsecured promissory note in a principal amount of up to $1,100 (the "Sponsor Note") for working capital loans made or to be made by the Sponsor, pursuant to which $350 of previously provided advances were converted into loans under the Sponsor Note. The Note bore no interest and was due on the earlier of (i) the consummation of a Business Combination or (ii) the liquidation of GS Holdings. Up to $1,000 of the loans under the Sponsor Note could be converted into warrants, each warrant entitling the holders to receive one half of one ordinary share, at $0.50 per warrant. In September and October 2019, GS Holdings received an additional $750 under the Sponsor Note, bringing the total outstanding balance due under the Sponsor Note as of December 31, 2019 to an aggregate of $1,100. On February 14, 2020, GS Holdings entered into an amended and restated promissory note with the Sponsor (the "Amended Sponsor Note") to extend the maturity date from the closing of the Business Combination to a date that is one year from the closing of the Business Combination. In addition, under the Amended Sponsor Note, TKK granted the Sponsor the right to convert the current outstanding balance of $1,400 under the Amended Sponsor Note to GS Holdings' ordinary shares at the conversion price equal to the volume-weighted average price of GS Holdings' ordinary shares on Nasdaq or such other securities exchange or securities market on which GS Holdings' ordinary shares are then listed or quoted, for the ten trading days prior to such conversion date; provided, however, the conversion price shall not be less than $5.00. The Amended Sponsor Note automatically converts into GS Holdings' ordinary shares on the maturity date. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 12. INCOME TAXES Cayman Islands GS Holdings and Glory Star are incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, GS Holdings and Glory Star are not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the Cayman Islands. Hong Kong On March 21, 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the "Bill") which introduces the two-tiered profits tax rates regime. The Bill was signed into law on March 28, 2018 and was gazette on the following day. Under the two-tiered profits tax rates regime, the first 2 million Hong Kong Dollar ("HKD") of profits of the qualifying group entity will be taxed at 8.25%, and profits above HKD2 million will be taxed at 16.5%. PRC WFOE, Horgos, Glory Star Beijing, Beijing Leshare, Horgos Glory Prosperity, Shenzhen Leshare, Horgos Glary Wisdom, Beijing Glory Wisdom and Xing Cui Can were incorporated in the PRC and are subject to PRC Enterprise Income Tax ("EIT") on the taxable income in accordance with the relevant PRC income tax laws. On March 16, 2007, the National People's Congress enacted a new enterprise income tax law, which took effect on January 1, 2008. The law applies a uniform 25% enterprise income tax rate to both foreign invested enterprises and domestic enterprises. For the three months ended March 31, 2019 and 2020, Beijing Leshare and Beijing Glary Wisdom were recognized as small low-profit enterprise and received a preferential income tax rate of 10%. Horgos, Horgos Glory Prosperity, and Horgos Glary Wisdom are subject to a preferential income tax rate of 0% for a period of about 4 years since their inception until the year of 2021, as they are incorporated in the Horgos Economic District, Xinjiang province. The reconciliations of the statutory income tax rate and the Company's effective income tax rate are as follows: For the three months ended 2019 2020 (Unaudited) (Unaudited) Net income before provision for income taxes $ 4,306 $ 2,837 PRC statutory tax rate 25 % 25 % Income tax at statutory tax rate 1,077 709 Expenses not deductible for tax purpose 29 218 Changes in valuation allowance - 1 Effect of preferential tax rates granted to the PRC entities (a) (934 ) (933 ) Income tax expense (benefit) $ 172 $ (5 ) Effective income tax rate 3.99 % (0.17 )% (a) The Company's subsidiary Horgos and Horgos Glory Prosperity are subject to a favorable tax rate of 0%. For three months ended March 31, 2019 and 2020, the tax saving as the result of the favorable tax rate amounted to $934 and $933, respectively, and per share effect of the favorable tax rate were $0.02 and $0.02. The current PRC EIT Law imposes a 10% withholding income tax for dividends distributed by foreign invested enterprises to their immediate holding companies outside the PRC. A lower withholding tax rate will be applied if there is a tax treaty arrangement between the PRC and the jurisdiction of the foreign holding company. Distributions to holding companies in Hong Kong that satisfy certain requirements specified by the PRC tax authorities, for example, will be subject to a 5% withholding tax rate. As of December 31, 2019 and March 31, 2020, the Company had not recorded any withholding tax on the retained earnings of its foreign invested enterprises in the PRC, since the Company intends to reinvest its earnings to further expand its business in mainland China, and its foreign invested enterprises do not intend to declare dividends to their immediate foreign holding companies. The tax effect of temporary difference under ASC 740 "Accounting for Income Taxes" that give rise to deferred tax asset as of December 31, 2019 and March 31, 2020 was as follows: December 31, March 31, (Unaudited) Deferred tax assets: Allowance for doubtful accounts $ 16 $ 29 Net operating loss carry forwards 517 567 Total deferred tax assets, net $ 533 $ 596 The provisions of ASC 740-10-25, "Accounting for Uncertainty in Income Taxes," prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. The Company does not believe that there was any uncertain tax position as of December 31, 2019 and March 31, 2020. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
SHARE-BASED COMPENSATION | 13. SHARE-BASED COMPENSATION On February 14, 2020, the board of directors of the Company approved 2019 Equity Incentive Plan ("2019 Plan"), which allows for the award of stock and options, up to 3,732,590 ordinary shares to its employees, directors and consultants. The per share exercise price for the ordinary shares to be issued pursuant to exercise of an option will be no less than 100% or 110% of the fair market value per ordinary share on the date of grant. On March 13, 2020, three independent directors of the Company entered into the independent director agreements and restricted stock award agreements ("Award Agreement") with the Company. Pursuant to the Award Agreement, during the term of service as a director of the Company, each independent director of the Company shall be entitled to a fee of $2 per month ($24 per year) and 2,000 ordinary shares of the Company per year of service. On March 13, 2020, the Company granted each independent director 2,000 shares pursuant to the Award Agreement under the Company's 2019 Plan. All of the Shares vests upon the date of grant. The compensation expenses recognized for restricted stock award was $1 for the three months ended March 31, 2020. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
EQUITY | 14. EQUITY Preferred Shares The Company is authorized to issue 2,000,000 preferred shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company's Board of Directors. At December 31, 2019 and March 31, 2020, there were no preferred shares issued or outstanding. Ordinary Shares The Company is authorized to issue 200,000,000 ordinary shares with a par value of $0.0001 per share. Holders of the ordinary shares are entitled to one vote for each share. The Company engaged EarlyBirdCapital as an advisor (the "Original Marketing Agreement") in connection with a Business Combination to assist the Company in locating target businesses, holding meetings with its shareholders to discuss a potential Business Combination and the target business' attributes, introduce the Company to potential investors that are interested in purchasing securities, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with a Business Combination. The Company agreed to pay EarlyBirdCapital a cash fee equal to $8,750 for such services upon the consummation of a Business Combination (exclusive of any applicable finders' fees which might become payable). The Company also agreed to pay EarlyBirdCapital a cash fee equal to 1.0% of the transaction value if EarlyBirdCapital located the target business with which the Company consummated a Business Combination. In connection with the Business Combination, on February 14, 2020, the Company entered into a Business Combination Marketing Agreement Fee Amendment (the "Fee Amendment") with EarlyBirdCapital whereby EarlyBirdCapital agreed to amend the Original Marketing Agreement. Under the Fee Amendment, EarlyBirdCapital agreed to reduce its fee of $8.75 million due under the Original Agreement and forgo reimbursement of expenses in exchange for a convertible promissory note in the amount of $4.0 million without interest ("EBC Note"). The EBC Note is for a period of one year and is convertible, at EarlyBirdCapital's option, into the Company's ordinary shares at the conversion price equal to the volume-weighted average price of the Company's ordinary shares on Nasdaq or such other securities exchange or securities market on which the Company's ordinary shares are then listed or quoted, for the ten trading days prior to such conversion date; provided, however, the conversion price shall not be less than $5.00 (the "Floor Price"). On March 26, the EBC Note was converted into the 800,000 of Company's ordinary shares. The Company entered into a contract for marketing promotion services with Shenzhen Quandu Advertising Co. Ltd. (hereinafter referred to as "Quandu Advertising") to expand the advertising market in South China to strive for more market share. Quandu Advertising is a company dedicated in expansion of advertising business. It has long been committed to the southern regions of China, including Shenzhen, Guangdong, Fujian, Hunan and Hubei provinces, and has very extensive resources and established long-term cooperative relations with consumer, telecommunication and medical enterprises. The service term is valid for 12 months, from March 2020 to March 2021. According to the contract, the Company compensated Quandu Advertising for its services hereunder by issuing 125,000 shares valued at US$2.45 per share on March 13, 2020. Since listing on NASDAQ, the Company is striving to expand new areas of business growth and seek cooperation and merger and acquisition of assets. For this purpose, the Company and Shenzhen Yijincheng Business Consulting Co., Ltd. (hereinafter referred to as"Yijincheng") entered into an agreement to assist in acquiring media and content assets and seeking partners. Yijincheng is a company focusing on conducting business consulting and providing merger and acquisition services for listed companies. The service term is valid for 9 months, from March 2020 to December 2020. According to the contract, the Company compensated Yijincheng for its services hereunder by issuing 200,000 shares of the company's ordinary shares valued at US$2.45 per share on March 13, 2020. At December 31, 2019 and March 31, 2020, there were 41,204,025 and 50,898,866 ordinary shares issued and outstanding. Warrants Pursuant to the Initial Public Offering, TKK sold 25,000,000 Units at a purchase price of $10.00 per Unit, inclusive of 3,000,000 Units sold to the underwriters on August 22, 2018 upon the underwriters' election to partially exercise their over-allotment option. Each Unit consists of one ordinary share, one warrant ("Public Warrant") and one right ("Public Right"). Each Public Warrant entitles the holder to purchase one-half of one ordinary share at an exercise price of $11.50 per whole share. Each Public Right entitles the holder to receive one-tenth of one ordinary share at the closing of a Business Combination. Simultaneously with the closing of the Initial Public Offering, Symphony Holdings Limited ("Symphony") purchased an aggregate of 11,800,000 Private Placement Warrants at $0.50 per Private Placement Warrant for an aggregate purchase price of $5,900. On August 22, 2018, TKK consummated the sale of an additional 1,200,000 Private Placement Warrants at a price of $0.50 per Private Placement Warrant, generating gross proceeds of $600. Each Private Placement Warrant is exercisable to purchase one-half of one ordinary share at an exercise price of $11.50 per whole share. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants (i) are not redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or any of its permitted transferees. If the Private Placement Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. In addition, the Private Placement Warrants may not be transferable, assignable or salable until the consummation of a Business Combination, subject to certain limited exceptions. The summary of warrant activity is as follows: Warrants Exercisable Weighted Average December 31, 2019 37,994,004 37,994,004 $ 11.5 4.88 Granted/Acquired 5,996 5,996 11.5 4.88 Forfeited - - - - Exercised - - - - March 31, 2020 38,000,000 38,000,000 $ 11.5 4.88 Rights Each holder of a Public Right will automatically receive one-tenth (1/10) of an ordinary share upon consummation of a Business Combination, even if the holder of a Public Right converted all ordinary shares held by him, her or it in connection with a Business Combination or an amendment to the Company's Amended and Restated Memorandum and Articles of Association with respect to its pre-business combination activities. Upon the closing of the Business Combination, the Company issued 2,504,330 shares in connection with an exchange of Public Rights. Statutory reserve Horgos, Beijing Glory Star, Beijing Leshare, Shenzhen Leshare, Horgos Glary Wisdom, Beijing Glary Wisdom, Glary Prosperity, and Xing Cui Can operate in the PRC, are required to reserve 10% of their net profit after income tax, as determined in accordance with the PRC accounting rules and regulations. Appropriation to the statutory reserve by the Company is based on profit arrived at under PRC accounting standards for business enterprises for each year. The profit arrived at must be set off against any accumulated losses sustained by the Company in prior years, before allocation is made to the statutory reserve. Appropriation to the statutory reserve must be made before distribution of dividends to shareholders. The appropriation is required until the statutory reserve reaches 50% of the registered capital. This statutory reserve is not distributable in the form of cash dividends. Non-controlling interest As of March 31, 2020, the Company's non-controlling interest represented 49% equity interest of Horgos Glary Wisdom and 49% equity interest of Glary Prosperity respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS Following the completion of the 2019 fiscal year, and in accordance with the terms of the Share Exchange Agreement, the Company determined that the 2019 earnout target were met and the Sellers are entitled to the 2019 Earnout Shares. On April 22, 2020, the Company issued an additional 5,000,000 of the Company's ordinary shares as the 2019 Earnout Shares to the Sellers, or their assigns, if any, pursuant to the terms of the Shares Exchange Agreement. The Company evaluated the subsequent event through the date of the report available to issue, and conclude that there are no additional reportable subsequent events other than that disclosed in above. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of presentation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the financial statements of the Company, its subsidiaries, its VIEs and its VIEs’ subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation. |
Use of Estimates | (b) Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period and accompanying notes, including allowance for doubtful accounts, allowance for unamortized production content, the useful lives of property and equipment and intangible assets, impairment of long-lived assets, valuation allowance for deferred tax assets and revenue recognition. Actual results could differ from those estimates. |
Fair value Measurement | (c) Fair value Measurement The Company applies ASC Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows: Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Unobservable inputs are valuation technique inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. Management of the Company is responsible for considering the carrying amount of cash and cash equivalents, accounts receivable, prepayment and other current assets, short-term bank loans, accounts payable, advances from customers, accrued liabilities and other payables and other taxes payable based on the short-term maturity of these instruments to approximate their fair values because of their short-term nature. |
Accounts Receivable, net | (d) Accounts Receivable, net Accounts receivable represent the amounts that the Company has an unconditional right to consideration (including billed and unbilled amount) when the Company has satisfied its performance obligation. The Company does not have any contract assets since revenue is recognized when control of the promised services is transferred and the payment from customers is not contingent on a future event. The Company maintains allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyses historical bad debt, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to estimate the allowance. Past due accounts are generally written off against the allowance for bad debts only after all collection attempts have been exhausted and the potential for recovery is considered remote. |
Unamortized produced content | (e) Unamortized produced content Produced content includes direct production costs, production overhead and acquisition costs and is stated at the lower of unamortized cost or estimated fair value. Produced content also includes cash expenditures made to enter into arrangements with third parties to co-produce certain of its productions. The Company uses the individual-film-forecast-computation method and amortizes the produced content based on the ratio of current period actual revenue (numerator) to estimated remaining unrecognized ultimate revenue as of the beginning of the fiscal year (denominator) in accordance with ASC 926. Ultimate revenue estimates for the produced content are periodically reviewed and adjustments, if any, will result in prospective changes to amortization rates. When estimates of total revenues and other events or changes in circumstances indicate that a film or television series has a fair value that is less than its unamortized cost, a loss is recognized currently for the amount by which the unamortized cost exceeds the film or television series’ fair value. For the three months ended March 31, 2019 and 2020, $3,430 and $3,369 were amortized to the cost of sales, and as of December 31, 2019 and March 31, 2020, no impairment allowance was recorded. |
Intangible asset, net | (f) Intangible asset, net Intangible asset is stated at cost less accumulated amortization and amortized in a method which reflects the pattern in which the economic benefits of the intangible asset are expected to be consumed or otherwise used up. The balance of intangible asset represents software related to CHEERS App, a mobile application that allows its users to access its online store (e-Mall), video content, live streaming, and online games. The software is acquired externally tailored to the Company’s requirements and is amortized straight-line over 7 years in accordance with the way the Company estimates to generate economic benefits from such software. |
Impairment of Long-lived Assets | (g) Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charge for the three months ended March 31, 2019 and 2020. |
Revenue recognition | (h) Revenue Recognition The Company early adopted the new revenue standard Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, on January 1, 2017. The core principle of this new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company mainly offers and generates revenue from the copyright licensing of self-produced content, advertising and customized content production and others. Revenue recognition policies are discussed as follows: Copyright revenue The Company self produces or coproduces TV series featuring lifestyle, culture and fashion, and licenses the copyright of the TV series on an episode basis to the customer for broadcast over a period of time. Generally, the Company signs a contract with a customer which requires the Company to deliver a series of episodes that are substantially the same and that have the same pattern of transfer to the customer. Accordingly, the delivery of the series of episodes is defined as the only performance obligation in the contract. For the TV series produced solely by the Company, the Company satisfies its performance obligation over time by measuring the progress toward the delivery of the entire series of episodes which is made available to the licensee for exhibition after the license period has begun. Therefore, the copyright revenue in a contract is recognized over time based on the progress of the number of episodes delivered. The Company also coproduces TV series with other producers and licenses the copyright to third-party video broadcast platforms for broadcast. For TV series produced by Glory Star Group with co-producers, the Company satisfies its performance obligations over time by the delivery of the entire series of episodes to the customer, and requires the customer to pay consideration based on the number and the unit price of valid subsequent views of the TV series that occur on a broadcast platform. Therefore, the copyright revenue is recognized when the later of the valid subsequent view occurs or the performance obligation relating to the delivery of a number of episodes has been satisfied. Advertising revenue The Company generates revenue from sales of various forms of advertising on its TV series and streaming content by way of 1) advertisement displays, or 2) the integration of promotion activities in TV series and content to be broadcast. Advertising contracts are signed to establish the different contract prices for different advertising scenarios, consistent with the advertising period. The Company enters into advertising contracts directly with the advertisers or the third-party advertising agencies that represent advertisers. For the contracts that involve the third-party advertising agencies, the Company is principal as the Company is responsible for fulfilling the promise of providing advertising services and has the discretion in establishing the price for the specified advertisement. Under a framework contract, the Company receives separate purchase orders from advertising agencies before the broadcast. Accordingly, each purchase order is identified as a separate performance obligation, containing a bundle of advertisements that are substantially the same and that have the same pattern of transfer to the customer. Where collectability is reasonably assured, revenue is recognized monthly over the service period of the purchase order. For contracts signed directly with the advertisers, the Company commits to display a series of advertisements which are substantially the same or similar in content and transfer pattern, and the display of the whole series of advertisements is identified as the single performance obligation under the contract. The Company satisfies its performance obligations over time by measuring the progress toward the display of the whole series of advertisements in a contract, and advertising revenue is recognized over time based on the number of advertisements displayed. Payment terms and conditions vary by contract types, and terms typically include a requirement for payment within a period from 3 to 6 months. Both direct advertisers and third-party advertising agencies are generally billed at the end of the display period and require the Company to issue VAT invoices in order to make their payments. However, because the local government tax authority uses a quota system to manage the VAT tax, it normally either delays the VAT invoices issued or does not issue sufficient VAT invoices. As such, the Company is not able to provide sufficient VAT invoices on a timely manner and results in increased account receivables. Customized content production revenue The Company produces customized short streaming videos according to its customers' requirement, and earns fixed fees based on delivery. Revenue is recognized upon the delivery of short streaming videos. CHEERS E-mall marketplace service revenue The Company through CHEERS E-mall, an online e-commerce platform, enables third-party merchants to sell their products to consumers in China. The Company charges fees for platform services to merchants for sales transactions completed on the Cheer E-Mall including but not limited to products displaying, promotion and transaction settlement services. The Company does not take control of the products provided by the merchants at any point in the time during the transactions and does not have latitude over pricing of the merchandise. Transaction services fee is determined as the difference between the platform sales price and the settlement price with the merchants. CHEERS E-mall marketplace service revenue is recognized at a point of time when the Company's performance obligation to provide marketplace services to the merchants are determined to have been completed under each sales transaction upon the consumers confirming the receipts of goods. Payments for services are generally received before deliveries. The Company provides coupons to consumers at our own discretion as incentives to promote CHEERS E-mall marketplace with validity usually around or less than one week, which can only be used in future purchases of eligible merchandise offered on CHEERS E-mall to reduce purchase price that are not specific to any merchant. Consumers are not customers of the Company, therefore incentives offered to consumers are not considered consideration payable to customers. As the consumers are required to make future purchases of the merchants' merchandise to redeem these coupons, the Company does not accrue any expense for coupons when granted and recognizes the amounts of redeemed coupons as marketing expenses when future purchases are made. Other Revenues Other revenue primarily consists of copyrights trading of purchased and produced TV-series and the sales of products on Taobao platform. For copyright licensing of purchased and produced TV-series, the Company recognize revenue on net basis at a point of time upon the delivery of master tape and authorization of broadcasting right. For sales of product, the company recognize revenue upon the transfer of products according to the fixed price and production amount in sales orders. The following table identifies the disaggregation of our revenue for the three months ended March 31, 2019 and 2020, respectively: For the three months ended 2019 2020 (Unaudited) (Unaudited) Category of Revenue: Advertising revenue $ 10,402 $ 7,880 Copyrights revenue 2,725 992 Customized content production revenue 620 288 CHEERS E-mall marketplace service revenue - 50 Other revenue 6 547 Total $ 13,753 $ 9,757 Timing of Revenue Recognition: Services transferred over time $ 13,747 $ 9,160 Services transferred at a point in time - 50 Goods transferred at a point in time 6 547 Total $ 13,753 $ 9,757 The Company applied a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. The Company does not have any significant incremental costs of obtaining contracts with customers incurred and/or costs incurred in fulfilling contracts with customers within the scope of ASC Topic 606, that shall be recognized as an asset and amortized to expenses in a pattern that matches the timing of the revenue recognition of the related contract. |
Earnings per Share | (i) Earnings per Share The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income/(loss) attributable to ordinary shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, earnout shares and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. There is no anti-dilutive effect for the three months ended March 31, 2019 and 2020. |
Recent Accounting Pronouncements | (j) Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments (Topic 326)”, which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life, instead of when incurred. In November 2018, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses”, which amends Subtopic 326-20 (created by ASU No.2016-13) to explicitly state that operating lease receivables are not in the scope of Subtopic 326-20. Additionally, in April 2019, the FASB issued ASU No.2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments”, in May 2019, the FASB issued ASU No. 2019-05, “Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief”, and in November 2019, the FASB issued ASU No. 2019-10, “Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates”, and ASU No. 2019-11, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses”, to provide further clarifications on certain aspects of ASU No. 2016-13 and to extend the nonpublic entity effective date of ASU No. 2016-13. The changes (as amended) are effective for the Company for annual and interim periods in fiscal years beginning after December 15, 2022, and the Company is in the process of evaluating the potential effect on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently assessing the impact of adopting this standard, but based on a preliminary assessment, does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of revenue | For the three months ended 2019 2020 (Unaudited) (Unaudited) Category of Revenue: Advertising revenue $ 10,402 $ 7,880 Copyrights revenue 2,725 992 Customized content production revenue 620 288 CHEERS E-mall marketplace service revenue - 50 Other revenue 6 547 Total $ 13,753 $ 9,757 Timing of Revenue Recognition: Services transferred over time $ 13,747 $ 9,160 Services transferred at a point in time - 50 Goods transferred at a point in time 6 547 Total $ 13,753 $ 9,757 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Credit Loss [Abstract] | |
Schedule of accounts receivable | December 31, March 31, (Unaudited) Accounts receivable - gross $ 53,007 $ 57,293 Allowance for doubtful accounts (1,946 ) (2,290 ) Accounts receivables, net $ 51,061 $ 55,003 |
Prepayment and Other Current _2
Prepayment and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepayment and other current assets | December 31, March 31, (Unaudited) Prepaid production fee $ 1,912 $ 2,078 Other prepaid expense 224 176 Staff advance 182 70 Others 181 230 $ 2,499 $ 2,554 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | December 31, March 31, (Unaudited) Electronic equipment $ 720 $ 708 Office equipment and furniture 63 62 Leasehold improvement 128 126 911 896 Less: accumulated depreciation (580 ) (627 ) $ 331 $ 269 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | December 31, March 31, (Unaudited) Intangible assets – gross $ 15,213 $ 14,957 Less: accumulated amortization (530 ) (906 ) $ 14,683 $ 14,051 |
Schedule of amortization amount of intangible asset | 2020 (remaining) $ 1,635 2021 2,134 2022 2,134 2023 2,134 Thereafter 6,014 Total $ 14,051 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Payables (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities and other payables | December 31, March 31, (Unaudited) Borrowing from former shareholder (1) $ 2,155 $ 2,118 Co-invest online series production fund 472 458 Payroll payables 1,262 1,527 Other payables 2,245 1,466 $ 6,134 $ 5,569 (1) Borrowing from former shareholder represented the loan from Lead Eastern Investment Co., Ltd, who was the related party of the Company until October 26, 2018. |
Other Taxes Payable (Tables)
Other Taxes Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of other taxes payable | December 31, March 31, (Unaudited) VAT payable $ 1,839 $ 2,065 Business tax payable 60 45 Others (9 ) 38 $ 1,890 $ 2,148 |
Bank Loans (Tables)
Bank Loans (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Bank Loans [Abstract] | |
Schedule of bank loan | December 31, March 31, (Unaudited) Short-term bank loans: Loan from Bank of Beijing (1) 718 706 Loan from China Merchants Bank (2) - 2,824 Loan from Huaxia Bank (3) - 142 718 3,672 Long-term bank loans: Loan from Huaxia Bank (3) - 1,271 - 1,271 $ 718 $ 4,943 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of supplemental balance sheet information related to operating lease | December 31, March 31, (Unaudited) Right-of-use assets $ 2,027 $ 1,907 Operating lease liabilities - current $ 313 $ 333 Operating lease liabilities - non-current 1,718 1,488 Total operating lease liabilities $ 2,031 $ 1,821 |
Schedule of remaining lease term and discount rate | Remaining lease term and discount rate: Weighted average remaining lease term (years) 4.83 Weighted average discount rate 5.55 % |
Schedule of maturities of lease liabilities | 2020 (remaining) $ 203 2021 446 2022 446 2023 491 2024 491 Total lease payments 2,077 Less: imputed interest 256 Present value of lease liabilities $ 1,821 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of amounts due to related parties | December 31, March 31, (Unaudited) Mr. Zhang Bing (1) $ 726 $ 713 Mr. Lu Jia (2) 799 786 TKK sponsor - 500 $ 1,525 $ 1,999 (1) Chairman of the Company's board of directors and CEO of the Company (2) Board member and vice president of the Company. |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliations of the statutory income tax rate | For the three months ended 2019 2020 (Unaudited) (Unaudited) Net income before provision for income taxes $ 4,306 $ 2,837 PRC statutory tax rate 25 % 25 % Income tax at statutory tax rate 1,077 709 Expenses not deductible for tax purpose 29 218 Changes in valuation allowance - 1 Effect of preferential tax rates granted to the PRC entities (a) (934 ) (933 ) Income tax expense (benefit) $ 172 $ (5 ) Effective income tax rate 3.99 % (0.17 )% (a) The Company's subsidiary Horgos and Horgos Glory Prosperity are subject to a favorable tax rate of 0%. For three months ended March 31, 2019 and 2020, the tax saving as the result of the favorable tax rate amounted to $934 and $933, respectively, and per share effect of the favorable tax rate were $0.02 and $0.02. |
Schedule of deferred tax asset | December 31, March 31, (Unaudited) Deferred tax assets: Allowance for doubtful accounts $ 16 $ 29 Net operating loss carry forwards 517 567 Total deferred tax assets, net $ 533 $ 596 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of warrant activity | Warrants Exercisable Weighted Average December 31, 2019 37,994,004 37,994,004 $ 11.5 4.88 Granted/Acquired 5,996 5,996 11.5 4.88 Forfeited - - - - Exercised - - - - March 31, 2020 38,000,000 38,000,000 $ 11.5 4.88 |
Organization and Principal Ac_2
Organization and Principal Activities (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 10, 2018 | Aug. 22, 2018 | May 08, 2018 | |
Organization and Principal Activities (Textual) | |||||
Business acquired equity interests | 100.00% | ||||
Description of business combination | The Company acquired all of the issued and outstanding securities of Glory Star in exchange for (i) 41,204,025 of the Company’s ordinary shares (“Closing Payment Shares”), of which 2,060,201 of the Closing Payment Shares shall be deposited into escrow to secure certain indemnification obligations of the Sellers, plus (ii) earnout payments consisting of up to an additional 5,000,000 of the Company’s ordinary shares if the Company meet certain financial performance targets for the 2019 fiscal year and an additional 5,000,000 of the Company’s ordinary shares if the Company meet certain financial performance targets for the 2020 fiscal year (the “Earnout Shares”). In the event that a financial performance target is not met for the 2019 fiscal year and/or 2020 fiscal year but the Company meet certain financial performance targets for the 2019 fiscal year and 2020 fiscal year combined, the Sellers will be entitled to receive any Earnout Shares that they otherwise did not receive. | ||||
Warrant exercise price | $ 11.50 | ||||
Warrant per price | $ 0.50 | ||||
Cash | $ 9,961 | $ 6,919 | |||
Ordinary shares issued and outstanding | 49,767,866 | ||||
Glary Prosperity [Axis] | |||||
Organization and Principal Activities (Textual) | |||||
Business acquired equity interests | 51.00% | ||||
Horgos Glary Wisdom [Axis] | |||||
Organization and Principal Activities (Textual) | |||||
Business acquired equity interests | 51.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total | $ 9,757 | $ 13,753 |
Services transferred over time [Member] | ||
Total | 9,160 | 13,747 |
Services transferred at a point in time [Member] | ||
Total | 50 | |
Goods transferred at a point in time [Member] | ||
Total | 547 | 6 |
Advertising Revenue [Member] | ||
Total | 7,880 | 10,402 |
Copyrights Revenue [Member] | ||
Total | 992 | 2,725 |
Customized content production revenue [Member] | ||
Total | 288 | 620 |
CHEERS E-mall marketplace service revenue [Member] | ||
Total | 50 | |
Other Revenue [Member] | ||
Total | 547 | 6 |
Total [Member] | ||
Total | $ 9,757 | $ 13,753 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Summary of Significant Accounting Policies (Textual) | ||
Amortised cost of sales | $ 3,430 | $ 3,369 |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Credit Loss [Abstract] | ||
Accounts receivable - gross | $ 57,293 | $ 53,007 |
Allowance for doubtful accounts | (2,290) | (1,946) |
Accounts receivables, net | $ 55,003 | $ 51,061 |
Accounts Receivable, Net (Det_2
Accounts Receivable, Net (Details Textual) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Credit Loss [Abstract] | |
Bad debt expense | $ 383 |
Provision for bad debt | $ 39 |
Prepayment and Other Current _3
Prepayment and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid production fee | $ 2,078 | $ 1,912 |
Other prepaid expense | 176 | 224 |
Staff advance | 70 | 182 |
Others | 230 | 181 |
Total | $ 2,554 | $ 2,499 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Property and equipment, gross | $ 896 | $ 911 |
Less: accumulated depreciation | (627) | (580) |
Property and equipment, net | 269 | 331 |
Electronic equipment [Member] | ||
Property and equipment, gross | 708 | 720 |
Office equipment and furniture [Member] | ||
Property and equipment, gross | 62 | 63 |
Leasehold improvement [Member] | ||
Property and equipment, gross | $ 126 | $ 128 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property and Equipment, Net (Textual) | ||
Depreciation expense | $ 58 | $ 59 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets – gross | $ 14,957 | $ 15,213 |
Less: accumulated amortization | (906) | (530) |
Total | $ 14,051 | $ 14,683 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details 1) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 (remaining) | $ 1,635 | |
2021 | 2,134 | |
2022 | 2,134 | |
2023 | 2,134 | |
Thereafter | 6,014 | |
Total | $ 14,051 | $ 14,683 |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 390 | $ 2 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Payables (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |||
Borrowing from former shareholder | [1] | $ 2,118 | $ 2,155 |
Co-invest online series production fund | 458 | 472 | |
Payroll payables | 1,527 | 1,262 | |
Other payables | 1,466 | 2,245 | |
Total | $ 5,569 | $ 6,134 | |
[1] | The Company's subsidiary Horgos and Horgos Glory Prosperity are subject to a favorable tax rate of 0%. For three months ended March 31, 2019 and 2020, the tax saving as the result of the favorable tax rate amounted to $934 and $933, respectively, and per share effect of the favorable tax rate were $0.02 and $0.02. |
Other Taxes Payable (Details)
Other Taxes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
VAT payable | $ 2,065 | $ 1,839 |
Business tax payable | 45 | 60 |
Others | 38 | (9) |
Total | $ 2,148 | $ 1,890 |
Bank Loans (Details)
Bank Loans (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | ||
Bank loans | $ 4,943 | $ 718 | |||
Short-Term Bank Loans [Member] | |||||
Bank loans | 3,672 | $ 718 | |||
Short-Term Bank Loans [Member] | Loan from Bank of Beijing [Member] | |||||
Bank loans | [1] | 706 | 718 | ||
Short-Term Bank Loans [Member] | Loan from China Merchants Bank [Member] | |||||
Bank loans | [2] | 2,824 | |||
Short-Term Bank Loans [Member] | Loan from Huaxia Bank [Member] | |||||
Bank loans | [3] | 142 | |||
Long-term Bank loans [Member] | |||||
Bank loans | 1,271 | ||||
Long-term Bank loans [Member] | Loan from Huaxia Bank [Member] | |||||
Bank loans | [3] | $ 1,271 | |||
[1] | On December 18, 2019, Glory Star Beijing entered into a loan agreement with Bank of Beijing to borrow $718 as working capital for one year, with maturity date of December 18, 2020. The loan bears a fixed interest rate of 5.22% per annum. The loan is guaranteed by Beijing Haidian Sci-tech Enterprises Financing Guarantee Co., Ltd, for whom a counter-guarantee was provided by Horgos and Mr. Zhang Bing, the Chairman of the Company's board of directors. As of March 31, 2020, the outstanding balance was $706. | ||||
[2] | In December 2019, Glory Star Beijing entered into a two-year credit facility agreement of maximum $1,412 with China Merchants Bank. On January 6, 2020, Glory Star Beijing made a withdraw of $1,412), which will be due on January 5, 2021. In March 2020, Glory Star Beijing entered into another two-year credit facility agreement of maximum $1,412 with China Merchants Bank. On March 27, 2020, Glory Star Beijing made a withdraw of $1,412), which will be due on March 26, 2021. Both two loans bear a fixed interest rate of 4.785% per annum. The loans are guaranteed by Beijing Zhongguancun Sci-tech Financing Guarantee Co., Ltd, for whom a counter guarantee was provided by Horgos, Mr. Zhang Bing, the Chairman of the Company's board of directors, and Mr. Lu Jia, the Vice President of the Company. | ||||
[3] | In March, 2020, Glory Star Beijing entered into a two-year credit facility agreement of maximum $1,413 with Huaxia Bank. On March 23, 2020, Glory Star Beijing made a withdrawal of $1,413, $142 of which will be due on March 21, 2021 and the remaining of $1,271 will be due on March 23, 2022. The loan bears a fixed interest rate of 6.09% per annum. The loan is guaranteed by Beijing Haidian Sci-tech Enterprises Financing Guarantee Co., Ltd. Horgos provided counter-guarantee to Beijing Haidian Sci-tech Enterprises Financing Guarantee Co., Ltd with accounts receivable from Beijing iQYI Technology Co., Ltd. pledged as collateral and Mr. Zhang Bing, the Chairman of the Company's board of directors, provided the second guarantee. |
Bank Loans (Details Textual)
Bank Loans (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Mar. 23, 2020 | Dec. 18, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Bank Loans (Textual) | ||||
Credit facility agreement, description | In December 2019, Glory Star Beijing entered into a two-year credit facility agreement of maximum $1,412 with China Merchants Bank. On January 6, 2020, Glory Star Beijing made a withdraw of $1,412), which will be due on January 5, 2021. In March 2020, Glory Star Beijing entered into another two-year credit facility agreement of maximum $1,412 with China Merchants Bank. On March 27, 2020, Glory Star Beijing made a withdraw of $1,412), which will be due on March 26, 2021. Both two loans bear a fixed interest rate of 4.785% per annum. | |||
Weighted average interest rate | 5.52% | 5.88% | ||
Interest expense related to bank loans | $ 26 | $ 151 | ||
Glory Star Beijing [Member] | ||||
Bank Loans (Textual) | ||||
Fixed interest rate | 6.09% | |||
Credit facility agreement amount | $ 1,413 | |||
Credit facility term | 2 years | |||
Withdraw amount | $ 1,413 | |||
Bank loan, description | Glory Star Beijing made a withdrawal of $1,413, $142 of which will be due on March 21, 2021 and the remaining of $1,271 will be due on March 23, 2022. | |||
Loan Agreement [Member] | ||||
Bank Loans (Textual) | ||||
Working capital | $ 718 | |||
Maturity date | Dec. 18, 2020 | |||
Fixed interest rate | 5.00% | |||
Outstanding balance | $ 706 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Right-of-use assets | $ 1,907 | $ 2,027 |
Operating lease liabilities - current | 333 | 313 |
Operating lease liabilities - non-current | 1,488 | 1,718 |
Total operating lease liabilities | $ 1,821 | $ 2,031 |
Leases (Details 1)
Leases (Details 1) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Weighted average remaining lease term (years) | 4 years 9 months 29 days |
Weighted average discount rate | 5.55% |
Leases (Details 2)
Leases (Details 2) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 (remaining) | $ 203 | |
2021 | 446 | |
2022 | 446 | |
2023 | 491 | |
2024 | 491 | |
Total lease payments | 2,077 | |
Less: imputed interest | 256 | |
Present value of lease liabilities | $ 1,821 | $ 2,031 |
Leases (Details Textual)
Leases (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Initial term | 12 months | |
Total operating lease expenses | $ 126 | $ 122 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Amounts due to related parties | $ 1,999 | $ 1,525 | |
Mr. Zhang Bing [Member] | |||
Amounts due to related parties | [1] | 713 | 726 |
Mr. Lu Jia [Member] | |||
Amounts due to related parties | [2] | 786 | 799 |
TKK sponsor [Member] | |||
Amounts due to related parties | $ 500 | ||
[1] | Chairman of the Company's board of directors and CEO of the Company | ||
[2] | Board member and vice president of the Company. |
Related Party Transactions (D_2
Related Party Transactions (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | |||||
Sep. 06, 2019 | Mar. 31, 2020 | Feb. 14, 2020 | Dec. 31, 2019 | Oct. 30, 2019 | Sep. 30, 2019 | |
Related Party Transactions (Textual) | ||||||
Borrowed from related parties | $ 1,999 | $ 1,525 | ||||
GS Holdings [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Principal amount | $ 1,100 | $ 1,100 | ||||
Converted into loans | $ 350 | |||||
Business combination, description | (i) the consummation of a Business Combination or (ii) the liquidation of GS Holdings. Up to $1,000 of the loans under the Sponsor Note could be converted into warrants, each warrant entitling the holders to receive one half of one ordinary share, at $0.50 per warrant. | |||||
Outstanding balance | $ 1,400 | $ 750 | $ 750 | |||
Conversion price | $ 5 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Income Tax Disclosure [Abstract] | |||
Net income before provision for income taxes | $ 2,837 | $ 4,306 | |
PRC statutory tax rate | 25.00% | 25.00% | |
Income tax at statutory tax rate | $ 709 | $ 1,077 | |
Expenses not deductible for tax purpose | 218 | 29 | |
Changes in valuation allowance | 1 | ||
Effect of preferential tax rates granted to the PRC entities | [1] | (933) | (934) |
Income tax expense (benefit) | $ (5) | $ 172 | |
Effective income tax rate | (0.17%) | 3.99% | |
[1] | The Company's subsidiary Horgos and Horgos Glory Prosperity are subject to a favorable tax rate of 0%. For three months ended March 31, 2019 and 2020, the tax saving as the result of the favorable tax rate amounted to $934 and $933, respectively, and per share effect of the favorable tax rate were $0.02 and $0.02. |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 29 | $ 16 |
Net operating loss carry forwards | 567 | 517 |
Total deferred tax assets, net | $ 596 | $ 533 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Mar. 16, 2007 | Mar. 21, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | |
Statutory income tax rate | 25.00% | 25.00% | |||
Preferential income tax rate | 0.00% | 10.00% | |||
Inception period | 4 years | ||||
Favorable tax rate amount | [1] | $ (933) | $ (934) | ||
Favorable income tax rate per share | $ 0.02 | $ 0.02 | |||
Withholding income tax, percent | 10.00% | ||||
Glory Star Beijing [Member] | |||||
Statutory income tax rate | 25.00% | ||||
Hong Kong [Member] | |||||
Profits tax rates, description | The Hong Kong Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the “Bill”) which introduces the two-tiered profits tax rates regime. The Bill was signed into law on March 28, 2018 and was gazette on the following day. Under the two-tiered profits tax rates regime, the first 2 million Hong Kong Dollar (“HKD”) of profits of the qualifying group entity will be taxed at 8.25%, and profits above HKD2 million will be taxed at 16.5%. | ||||
Withholding income tax, percent | 5.00% | ||||
[1] | The Company's subsidiary Horgos and Horgos Glory Prosperity are subject to a favorable tax rate of 0%. For three months ended March 31, 2019 and 2020, the tax saving as the result of the favorable tax rate amounted to $934 and $933, respectively, and per share effect of the favorable tax rate were $0.02 and $0.02. |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Thousands | Mar. 13, 2020 | Feb. 14, 2020 | Mar. 31, 2020 |
Share-Based Compensation (Textual) | |||
Compensation expenses for restricted stock award | $ 1 | ||
Advertising [Member] | |||
Share-Based Compensation (Textual) | |||
Restricted stock award agreements, description | Pursuant to the Award Agreement, during the term of service as a director of the Company, each independent director of the Company shall be entitled to a fee of $2 per month ($24 per year) and 2,000 ordinary shares of the Company per year of service. | ||
2019 Equity Incentive Plan [Member] | |||
Share-Based Compensation (Textual) | |||
Award of stock and options ordinary shares | 3,732,590 | ||
Granted shares pursuant to the award agreement | 2,000 | ||
2019 Equity Incentive Plan [Member] | Maximum [Member] | |||
Share-Based Compensation (Textual) | |||
Fair market value per ordinary share, percentage | 110.00% | ||
2019 Equity Incentive Plan [Member] | Minimum [Member] | |||
Share-Based Compensation (Textual) | |||
Fair market value per ordinary share, percentage | 100.00% |
Equity (Details)
Equity (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Warrants Outstanding | |
December 31, 2019 | 37,994,004 |
Granted/Acquired | 5,996 |
Forfeited | |
Exercised | |
March 31, 2020 | 38,000,000 |
Exercisable Shares | |
December 31, 2019 | 37,994,004 |
Granted/Acquired | 5,996 |
Forfeited | |
Exercised | |
March 31, 2020 | 38,000,000 |
Weighted Average Exercise Price | |
December 31, 2019 | $ / shares | $ 11.5 |
Granted | $ / shares | 11.5 |
Forfeited | $ / shares | |
Exercised | $ / shares | |
March 31, 2020 | $ / shares | $ 11.5 |
Weighted Average Remaining Contractual Life | |
December 31, 2019 | 4 years 10 months 17 days |
Granted/Acquired | 4 years 10 months 17 days |
March 31, 2020 | 4 years 10 months 17 days |
Equity (Details Textual)
Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Mar. 26, 2020 | Mar. 13, 2020 | Feb. 14, 2020 | Aug. 22, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Preferred shares, value | $ 0.0001 | $ 0.0001 | |||||
Preferred shares, authorized | 2,000,000 | 2,000,000 | |||||
Preferred shares, issued | |||||||
Preferred shares, outstanding | |||||||
Common stock, value | $ 0.0001 | $ 0.0001 | |||||
Common stock, authorized | 200,000,000 | 200,000,000 | |||||
Common stock, issued | 50,898,866 | 41,204,025 | |||||
Common stock, outstanding | 50,898,866 | 41,204,025 | |||||
Offering price | $ 0.50 | ||||||
Conversion of ordinary shares | 800,000 | ||||||
Description of equity rights | Each holder of a Public Right will automatically receive one-tenth (1/10) of an ordinary share upon consummation of a Business Combination, even if the holder of a Public Right converted all ordinary shares held by him, her or it in connection with a Business Combination or an amendment to the Company's Amended and Restated Memorandum and Articles of Association with respect to its pre-business combination activities. Upon the closing of the Business Combination, the Company issued 2,504,330 shares in connection with an exchange of Public Rights. | ||||||
Percentage statutory reserve | 25.00% | 25.00% | |||||
Non-controlling interest rate | 10.00% | ||||||
Issuance of private placement | $ 600 | ||||||
Additional private placement shares | 1,200,000 | ||||||
Exercise price | $ 11.50 | ||||||
IPO [Member] | |||||||
Warrant description | Pursuant to the Initial Public Offering, TKK sold 25,000,000 Units at a purchase price of $10.00 per Unit, inclusive of 3,000,000 Units sold to the underwriters on August 22, 2018 upon the underwriters' election to partially exercise their over-allotment option. Each Unit consists of one ordinary share, one warrant ("Public Warrant") and one right ("Public Right"). Each Public Warrant entitles the holder to purchase one-half of one ordinary share at an exercise price of $11.50 per whole share. Each Public Right entitles the holder to receive one-tenth of one ordinary share at the closing of a Business Combination. | ||||||
Private Placement [Member] | |||||||
Offering price | $ 0.50 | ||||||
Issuance of private placement | $ 5,900 | ||||||
Purchase of warrants | 11,800,000 | ||||||
Advertising [Member] | |||||||
Shares issued for services | 125,000 | ||||||
Issued for service per share | $ 2.45 | ||||||
Yijincheng [Member] | |||||||
Shares issued for services | 200,000 | ||||||
Issued for service per share | $ 2.45 | ||||||
EarlyBirdCapital [Member] | |||||||
Cash fees | $ 8,750 | ||||||
Percentage of transaction value | 1.00% | ||||||
Description of fee amendment | Under the Fee Amendment, EarlyBirdCapital agreed to reduce its fee of $8.75 million due under the Original Agreement and forgo reimbursement of expenses in exchange for a convertible promissory note in the amount of $4.0 million without interest ("EBC Note"). The EBC Note is for a period of one year and is convertible, at EarlyBirdCapital's option, into the Company's ordinary shares at the conversion price equal to the volume-weighted average price of the Company's ordinary shares on Nasdaq or such other securities exchange or securities market on which the Company's ordinary shares are then listed or quoted, for the ten trading days prior to such conversion date; provided, however, the conversion price shall not be less than $5.00 (the "Floor Price"). | ||||||
Horgos [Member] | |||||||
Non-controlling interest rate | 49.00% | ||||||
Glary Wisdom [Member] | |||||||
Non-controlling interest rate | 49.00% |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Apr. 22, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Ordinary shares issued | 200,000,000 | 200,000,000 | |
Subsequent Event [Member] | |||
Ordinary shares issued | 5,000,000 |