Correspondence 0001493152-22-035806 from Taoping Inc. (TAOP) (CIK 0001552670) (TAOP)
Taoping Inc. (TAOP) (CIK 0001552670)
Date: Dec. 16, 2022 · CIK: 0001552670 · Accession: 0001493152-22-035806
AI Filing Summary & Sentiment
File numbers found in text: 001-35722
Referenced dates: November 30, 2022
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CORRESP
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filename1.htm
Taoping
Inc.
Unit
3102, 31/F, Citicorp Centre
18
Whitefield Road, Hong Kong
December
16, 2022
U.S.
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC. 20549
Attn: Priscilla Dao
Re:
Taoping
Inc.
Amendment
No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2021
Response
dated October 31, 2022
File
No. 001-35722
Ladies
and Gentlemen:
We
hereby submit the responses of Taoping Inc. (the “Company”) to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated November
30, 2022, providing the Staff’s comments with respect to the above-referenced Company’s Amendment No. 1 to Annual Report
on Form 20-F (the “Form 20-F”). Concurrently with the submission of this letter, the Company is submitting its Amendment
No. 2 to the Form 20-F (the “Amendment No. 2”) via EDGAR with the Commission.
For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.
Amendment
No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2021
Item
3. Key Information
Summary
of Risk Factor, page 7
1. We
note your disclosure that no permissions or approvals are required to offer securities. Please
provide an explanation as to whether you consulted counsel and, if not, why you did not consult
counsel and why you believe you do not need any permissions or approvals.
Response:
We note the Staff’s comment, and in response thereto, we have revised our disclosures on page 7 to provide an explanation
as to why we believe we do not need any permissions or approvals to offer securities.
2. We
note your response to prior comment 3. Please include your discussion of permission and approvals
required to be obtained from Chinese authorities to operate your business in your summary
of risk factors with a specific cross-reference to a more detailed risk factor discussion.
Response:
We have revised the disclosures in summary of risk factors to include discussion of permission and approvals required to be obtained
from Chinese authorities to operate our business with a specific cross-reference to a more detailed risk factor discussion.
U.S.
Securities and Exchange Commission
December
16, 2022
Page
2
Consolidated
Financial Statements
2.
Summary of Significant Accounting Policies
(f)
Accounts Receivable, Accounts Receivable-related parties, and Concentration of Risk, page F-20
3. We
note your response to prior comment 7. Please address the following separately for accounts
receivable and accounts receivable-related parties:
● Tell
us your typical payment terms included within your contracts with customers.
Response:
The standard payment terms of our contracts with customers are as follows: customers shall pay 30% of the total contract amount to
the Company as deposit, and the balance shall be paid off within 1-6 months after customers’ acceptance. However, because
of normal business cycle and various factors including market competition and customers’ credit, the actual collection
of outstanding accounts receivable may be beyond the normal contract terms.
● Explain
why you do not begin to provide a provision for credit loss until receivables are unpaid
for more than a year.
Response: Since
the year 2020, in addition to consideration of aging of accounts receivable, the allowance of accounts
receivable is assessed on a case-by-case basis. If collectability of a customer account becomes significantly deviated from the
norm of collection period of the Company’s receivables during review of customer accounts, or any event indicates the
customer’s financial condition being under stress, the specific identification method will be used to estimate and record
credit loss allowance for the account.
In
practice, the
Company provided provision for credit loss for accounts receivable over one year mainly in consideration of normal business cycle and
various factors including market competition and customers’ credit. In order to keep good customer relationship
and expand its market share rapidly, especially the digital advertising market in China, the Company normally extends the credit
term to its customers to over one year. Moreover, considering Company’s close relations and the familiarities with its
customers, the management believed that the accounts receivable within one year would be highly probable to be collected.
In addition, provision for credit loss for receivables over
one year is also a normal practice for peer companies in the same industry for Chinese market.
● For
receivables outstanding as of December 31, 2020, December 31, 2021, and June 30, 2022, please
tell us the reporting period in which the underlying revenue was recognized, differentiating
between receivables with an allowance and those without an allowance.
Response:
The following table shows the accounts receivable outstanding as of December 31, 2020, December 31, 2021, and June 30, 2022, and
the reporting periods in which the underlying revenue was recognized:
June 30,
2022
December 31,
2021
December 31,
2020
Accounts Receivable
$ 18,559,539
$ 18,340,348
$ 15,373,151
Allowance for credit losses
(10,672,470 )
(11,582,186 )
(9,269,664 )
Accounts Receivable, net
$ 7,887,069
$ 6,758,162
$ 6,103,487
Accounts Receivable - related parties
$ 15,010,731
$ 16,032,134
$ 16,190,153
Allowance for credit losses
(14,051,456 )
(15,680,662 )
(11,947,742 )
Accounts Receivable - related parties, net
$ 959,275
$ 351,472
$ 4,242,411
U.S.
Securities and Exchange Commission
December
16, 2022
Page
3
December 31, 2020
Accounts
Receivable
Allowance for
credit losses
Accounts Receivable
- related parties
Allowance for
credit losses-
related parties
Underlying Revenue recognized prior FY 2020
$ 10,976,204
$ (9,269,664 )
$ 16,048,063
$ (11,947,742 )
Underlying Revenue recognized in FY 2020
4,396,947
-
142,090
-
Total
$ 15,373,151
$ (9,269,664 )
$ 16,190,153
$ (11,947,742 )
December 31, 2021
Accounts
Receivable
Allowance for
credit losses
Accounts Receivable
- related parties
Allowance for
credit losses-
related parties
Underlying Revenue recognized prior FY 2021
$ 12,639,890
$ (11,582,186 )
$ 16,031,942
$ (15,680,662 )
Underlying Revenue recognized in FY 2021
5,700,458
-
192
-
Total
$ 18,340,348
$ (11,582,186 )
$ 16,032,134
$ (15,680,662 )
June 30, 2022
Accounts
Receivable
Allowance for
credit losses
Accounts Receivable
- related parties
Allowance for
credit losses-
related parties
Underlying Revenue recognized prior FY 2022
$ 15,195,781
$ (10,672,470 )
$ 15,010,731
$ (14,051,456 )
Underlying Revenue recognized in HY 2022
3,363,758
-
-
-
Total
$ 18,559,539
$ (10,672,470 )
$ 15,010,731
$ (14,051,456 )
Also,
please explain the underlying factors that led to nearly 98% of your related party receivables being deemed uncollectable as of December
31, 2021.
Response:
Underlying revenue of accounts receivable from related parties was mainly generated in years 2017 to 2019. In years 2017 to 2019,
the digital advertising market in China experienced rapid growth and the Company quicky expanded its business through the establishment
of a national city-partner network. However, due to the outbreak of COVID-19, the advertising market experienced severe decline, and
certain affiliated companies encountered different level of difficulties for business operation and did not expect significant improvement
in the short term going forward. The COVID-19 pandemic continued to negatively impact the macro economy and the digital advertising market
of China in years 2020 and 2021. Accordingly, in 2021 the Company conducted prudent assessment of the collectability of the accounts
receivable of related party that primarily accrued in prior years. As a result, most of related party receivable were deemed uncollected
as of December 31, 2021.
U.S.
Securities and Exchange Commission
December
16, 2022
Page
4
Revenue
generated from related parties in the year 2020, 2021 and the first half of 2022 represented 4.7%, 0.6% and 0.3% of total revenue, respectively.
As a result of the current highly immaterial amount of related party revenue, the Company does not expect material accounts receivable
from related party going forward.
(n)
Cryptocurrencies, page F-22
4. We
note your response to prior comment 8. Please revise to present cryptocurrency impairment
outside of administrative expense in the statement of operations. We refer to guidance in
Item 5-3(b)(6) of Regulation S-X.
Response:
Cryptocurrency impairment losses of $493,617 were classified as administrative expenses on the statements of operations. In response
to the Staff’s comment, revision has been made to the statements of operations by presenting the impairment losses on cryptocurrencies
as a separate line item.
5. As
a related matter, the presentation of impairment losses and realized gains or losses of the
same asset should be classified on a consistent basis. Please revise to classify your gains
and losses from the sales of cryptocurrencies within loss from operations, consistent with
your presentation of impairment losses on cryptocurrencies. Refer to ASC 610-20-45-1.
Response:
We recognized the gains from the sale of cryptocurrencies of $410,979 within gain and loss from operations in the line item “Other
income/(loss), net”. In response to the Staff’s comment, we revised the statements of operations by disclosing the gain on
sale of cryptocurrencies as a separate line item.
Revenue
- Cryptocurrency mining, page F-25
6. We
note your response to prior comment 13. For your contracts with mining pool operators that
involve promises of non-cash consideration, we are unable to agree that fair value at contract
inception does not apply to you. As noted in ASC 606-10-32-21, the transaction price in these
scenarios should be measured at the estimated fair value of the non-cash consideration at
contract inception. Please revise accordingly. Also, you disclose on page F-25 that consideration
from these contracts is variable. Please refer to ASC 606-10-32-5 through 32-14, 32-21 through
32-23, and 50-20 and address the following:
● Tell
us when you consider contract inception to occur.
Response:
There is no specific contract between us and the mining pool operator. Subject to the standard user protocols, the mining pool operators
did not specify the computing power contributed for a certain period by the Company. The Company recognized the revenue of cryptocurrencies
upon receipt on a daily basis. The Company did not know the quantities of cryptocurrencies mined until it received the cryptocurrencies.
● Explain
how you determined that it is not probable that a significant reversal of cumulative revenue
will not occur.
Response:
From the mining pool operator’s standpoint, it is not probable that a significant reversal of cumulative revenue will not occur.
The consideration is constrained until it successfully places a block (by being the first to solve an algorithm). The mining pool operator
awarded the Company cryptocurrencies in exchange for its contribution of computing power to the mining pools. The Company receives confirmation
of the consideration, at which time revenue is confirmed and recognized with the fair value of market price.
● Describe
the extent to which you constrain your variable consideration and why.
Response:
As responded to the above question, the consideration of the mining pool operator is constrained until the mining pool operator successfully
places a block (by being the first to solve an algorithm), at which time the Company is entitled to the awards of cryptocurrency and
the revenue is recognized.
U.S.
Securities and Exchange Commission
December
16, 2022
Page
5
● Discuss
how and when you reassess your variable consideration.
Response:
The consideration of revenue is earned with reference to the market price. Revenue is measured at the fair value quoted closing price
from Yahoo Finance website on the date of receipt, multiplied by the quantities of certain cryptocurrencies mined. The consideration
of revenue had not been reassessed; however, the cryptocurrencies mined would be sold in short time-frame, at which point the gain/loss
between the market price on the date of sales and on the date of mining is recognized through profit and loss.
● Provide
us with a timeline that more clearly describes the typical length of time from contract inception
to receipt of noncash consideration, including successful placement of a block, earning an
award from the pool operator, receipt of confirmation, and receipt of consideration.
Response:
The time from the contract inception to the receipt of noncash consideration, including successful placement of a block, earning
an award from the pool operator, receipt of confirmation, and receipt of consideration was typically at the same time, without time difference.
7. We
note your response to prior comments 13 and 14. In light of the daily volatility observed
within cryptocurrency markets, please explain in detail how you determined that the fair
value at contract inception is not materially different than each of the following:
● quoted
closing price per Yahoo Finance on the date the cryptocurrency is received
Response:
The Company recognized the revenue of cryptocurrencies upon receipt, measured at the fair value quoted closing price from Yahoo Finance
website on the date of receiving them. The difference was within one day.
Con