Agm Group Holdings, Inc 6-K, filed Apr 26, 2022
Agm Group Holdings, Inc. (AGMH)
About this 6-K
Agm Group Holdings, Inc filed this 6-K on April 26, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2022
Commission File Number: 001-38309
AGM GROUP HOLDINGS INC.
(Translation of registrant’s name into English)
c/o Creative Consultants (Hong Kong) Limited
Room 1502-3 15/F., Connuaght Commercial Building, 185 Wanchai Road
Wanchai, Hong Kong
+86-010-65020507 – telephone
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release - AGM Group Announces Fourth Quarter and Full Year 2021 Unaudited Financial Results, dated April 26, 2022 |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: April 26, 2022 | AGM GROUP HOLDINGS INC. | |
| By: | /s/ Wenjie Tang | |
| Name: | Wenjie Tang | |
| Title: | Co-Chief Executive Officer and Director | |
2
Exhibit 99.1
AGM Group Announces Fourth Quarter and Full Year 2021 Unaudited Financial Results
BEIJING, China，April 26, 2022 /PRNewswire/ —AGM Group Holdings Inc. (“AGMH” or the “Company”) (NASDAQ: AGMH), an integrated technology company focusing on providing fintech software services and producing high-performance hardware and computing equipment, today announced its unaudited financial results for the fourth quarter and full year ended December 31, 2021.
Fourth Quarter 2021 Operating and Financial Highlights
| ● | Total computing power delivered was approximately 440,000 TH/S, compared with nil in the same period of 2020. |
| ● | Total revenues were $31.37 million, an increase of approximately $31.36 million from $13,595 in the same period of 2020. |
| ● | Gross profit was $5.88 million, an increase of approximately $5.88 million from $4,933 in the same period of 2020. |
| ● | Net income was $3.84 million, compared to net loss of $92,664 in the same period of 2020. |
Full Year 2021 Operating and Financial Highlights
| ● | Total computing power delivered was 440,000 TH/S, compared with nil in 2020. |
| ● | Total revenues were $36.71 million, an increase of approximately $36.66 million from $53,305 in 2020. |
| ● | Gross profit was $6.60 million, an increase of approximately $6.58 million from $14,771 in 2020. |
| ● | Net income was $3.53 million, compared to net loss of $1.07 million in 2020. |
Mr. Chenjun Li, Chairman and Co-Chief Executive Officer of the Company, commented, “We have capped off a great year with a strong quarter. Despite the near-term volatility in the prices of Bitcoin and other digital assets, we witnessed solid growth in demand for cryptocurrency mining and increased deliveries of mining equipment. Notably, total computing power delivered was 440,000 TH/s in the fourth quarter. Our stellar performance is a result of our efforts in strengthening our supply chain, upgrading products, and is a testament to our successful shift into new growth strategies. We are very pleased with the swift progress as our full-year revenues resulted in $36.71 million, out of which $31.37 million were from the fourth quarter. Meanwhile, we turned into profitability in 2021, with net income of $3.53 million compared to net loss of $1.07 million in the prior year. As we enter 2022, we will continue focusing on delivering mining machines, acquiring new customers and improving supply chain capability while seeking additional growth avenues. We are confident that our endeavors in broadening businesses and responsive adaption to advanced technologies will sustain our growth trajectory in the evolving cryptocurrency mining market.”
Mr. Wenjie Tang, Co-Chief Executive Officer of the Company, said, “It’s an important year as we transformed our business into a technology company that develops and produces blockchain-oriented ASIC chips and the advanced cryptocurrency mining equipment. Going forward, we will utilize our leading technologies and experienced team to further boost our supplies and in conjunction, our presence in the global blockchain ecosystem.”
Mr. Steven Sim, Chief Financial Officer of the Company, commented, “We delivered excellent financial results in the fourth quarter, ending the year on a strong note. In the fourth quarter, our net revenues increased by $31.36 million year-over-year. Net income was $3.84 million, compared to net loss of $92,664 in the same period of 2020. The achievements reflect our effective execution capabilities in mitigating global logistics congestions and a semiconductor shortage. Fueled by solid computing power delivered and new funding, we enhanced our cash balance and liquidity. We will streamline our management over the procurement and deliveries for further growth while bringing in new investments. With these concerted efforts, we believe we can further unleash the vast potential of the blockchain market.”
Fourth Quarter 2021 Business Highlights & Recent Developments
| ● | Closing of $20 Million Registered Direct Offering |
In December, AGMH closed a registered direct offering and concurrent private placement with certain investors, raising approximately US$20 million in gross proceeds, before deducting placement agent fees and other estimated offering expenses.
| ● | Strategic Move into North America |
AGMH is in the planning stage of relocating its headquarters, research center, and manufacturing facilities to the North America. The Company has identified several local manufacturers that are willing to cooperate with AGMH. It is also considering a possibility of building its own factory.
Fourth Quarter 2021 Financial Results
Revenues
Total revenues were $31.37 million, an increase of approximately $31.36 million from $13,595 in the same period of 2020. The increase was primarily due to the growth of cryptocurrency mining machines and computing equipment sales since 2021.
Cost of Revenues
Cost of revenues was $25.49 million, an increase of approximately $25.48 million from $8,662 in the same period of 2020. The increase was primarily due to the increase in procurement costs for cryptocurrency mining machines and computing equipment in the three months ended December 31, 2021.
Gross Profit
Gross profit was $5.88 million, an increase of approximately $5.88 million from $4,933 in the same period of 2020. The increase was primarily due to the substantial increase in revenues.
Operating expenses
Total operating expenses were $0.82 million, an increase of 282.0% from approximately $0.21 million in the same period of 2020.
| ● | Selling, general, and administrative expenses consist primarily of sales and administrative employee-related expenses, professional fees, travel costs, research and development costs, and other corporate expenses. Selling, general, and administrative expenses were $0.82 million, an increase of 311.2% from $0.20 million in the same period in 2020. The increase was primarily due to expenses related to an establishment of a new wholly foreign-owned enterprise. |
| ● | Research and development expenses were $3,508, a decrease of 78.2% from $16,095 in the same period in 2020. The decrease was primarily due to the decrease in FinTech R&D. We have not invested in cryptocurrency mining machine R&D. |
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Income from operations
Income from operations was $5.06 million, compared with loss from operations of $0.21 million in the same period of 2020.
Other income (expenses)
Other income, net of other expenses was $23,826, compared to other expenses, net of other income, of $5,009 in the same period of 2020.
Net income
Net income was $3.84 million, compared to net loss of $92,664 in the same period of 2020.
Earnings per share
Basic and diluted net income per common share were $0.18 and $0.17, respectively, compared to basic and diluted earnings of nil in the same period of 2020.
Cash and cash equivalents
Cash and cash equivalent were $18.41 million as of December 31, 2021, among which $16.6 million (RMB 105.6 million) was held inside China (Mainland), and $1.8 million held outside of China (Mainland). Cash and cash equivalent were $1.40 million as of September 30, 2021, among which $0.79 million (RMB5.14 million) was held inside China (Mainland), and $0.61 million held outside of China (Mainland). AGMH has not, and do not plan to, transfer cash in RMB outside of China (Mainland) in order to avoid unnecessary currency exchange costs. AGMH subsidiaries in China (Mainland) incur expenses from time to time, and the Company has spent with plans to spend RMB cash to cover those expenses.
Full Year 2021 Financial Results
Revenues
Total revenues were $36.71 million, an increase of approximately $36.66 million from $53,305 in 2020. The increase was primarily due to the growth of cryptocurrency mining machines and computing equipment sales since 2021.
3
Cost of Revenues
Cost of revenues was $30.11 million, an increase of approximately $30.07 million from $38,534 in 2020. The increase was primarily due to the increase in procurement costs for cryptocurrency mining machines and computing equipment.
Gross Profit
Gross profit was $6.60 million, an increase of approximately $6.58 million from $14,771 in 2020. The increase was primarily due to the substantial increase in revenues.
Operating expenses
Total operating expenses were $1.66 million, an increase of 61.8% from approximately $1.03 million in 2020.
| ● | Selling, general, and administrative expenses consist primarily of sales and administrative employee-related expenses, professional fees, travel costs, research and development costs, and other corporate expenses. Selling, general, and administrative expenses were $1.63 million, an increase of 68.7% from $0.96 million in 2020. The increase was primarily due to expenses related to an establishment of a new wholly foreign-owned enterprise. | |
| ● | Research and development expenses were $36,317, a decrease of 42.8% from $63,450 in 2020. The decrease was primarily due to the decrease in FinTech R&D. We have not invested in cryptocurrency mining machine R&D. |
Income from operations
Income from operations was $4.93 million, compared with loss from operations of $1.01 million in 2020.
Other income (expenses)
Other income, net of other expenses was $3,996, compared to other expenses, net of other income, of $7,656 in 2020.
Net income
Net income was $3.53 million, compared to net loss of $1.07 million in 2020.
Earnings per share
Basic and diluted net income per common share were both $0.16, compared to basic and diluted net loss of $0.05 in 2020.
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Conference Call
AGMH’s management will host an earnings conference call at 8:00 AM U.S. Eastern Time on Tuesday, April 26, 2022 (8:00 PM Beijing/Hong Kong Time on April 26, 2022).
Details of the conference call are as follows:
International
|
+61-2-9253-5921
|
United States
|
+1-855-824-5644
|
Hong Kong, China
|
+852-3027-6500
|
Mainland, China
|
+86-800-988-0563
|
Event ID
|
+86-400-821-0637
EV00134633
|
Participants Pin
|
96472167#
|
Additionally, a live and archived webcast of the conference call will be available at:
https://edge.media-server.com/mmc/p/fxqrd6rh
A replay of the conference call may be accessed by phone within seven days after the conclusion of the live call at the following numbers. To access the replay, please reference the Access code: 520001911#.
International
|
+61-2-8325-2405
|
United States
|
+1-646-982-0473
|
Hong Kong, China
|
+852-3027-6520
|
Mainland, China
|
+86-400-821-0623
|
About AGM Group Holdings Inc.
Incorporated in April 2015 and headquartered in Beijing, China, AGM Group Holdings Inc. (NASDAQ: AGMH) is an integrated technology company focusing on providing fintech software services and producing high-performance hardware and computing equipment. AGMH’s mission is to become one of the key participants and contributors in the global fintech and blockchain ecosystem. For more information, please visit www.agmprime.com.
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Forward Looking Statements
This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. All statements other than statements of historical fact in this press release are forward-looking statements and involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These forward-looking statements are based on management’s current expectations, assumptions, estimates and projections about the Company and the industry in which the Company operates, but involve a number of unknown risks and uncertainties, Further information regarding these and other risks is included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and actual results may differ materially from the anticipated results. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements.
For more information, please contact:
In China:
At the Company:
Email: ir@agmprime.com
Email: Tracy.gao@agmprime.com
The Blueshirt Group
Ms. Feifei Shen
Phone: +86 13466566136
Email: feifei@blueshirtgroup.com
In the United States:
The Blueshirt Group
Ms. Julia Qian
Phone: +1 973-619-3227
Email: Julia@blueshirtgroup.com
6
AGM GROUP HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in US$, except for number of shares)
| December 31, | December 31, | |||||||
| 2021 | 2020 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ 18,406,647 | $ | 664,605 | |||||
| Accounts receivable, net | 2,608,325 | - | ||||||
| Inventories | 22,433,140 | - | ||||||
| Advances to suppliers | 41,787,966 | - | ||||||
| Prepayment and other current assets | 3,326,425 | 5,420,916 | ||||||
| Due from related parties | 39,238 | 116,610 | ||||||
| Total current assets | 88,601,741 | 6,202,131 | ||||||
| Property and equipment, net | 322,397 | 19,320 | ||||||
| Intangible assets, net | 8,633 | 10,113 | ||||||
| Operating lease right-of-use assets | 241,554 | - | ||||||
| Deferred tax assets | 129,034 | - | ||||||
| Total assets | $ | 89,303,359 | $ | 6,231,564 | ||||
| ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Short-term borrowings | $ | 1,568,455 | $ | - | ||||
| Accounts payable | 15,419,014 | 4,974 | ||||||
| Accrued expenses and other payables | 3,597,447 | 1,819,545 | ||||||
| Advances from customers | 42,231,914 | - | ||||||
| Due to related parties | 1,215,573 | 714,436 | ||||||
| Deferred government grant - current | 38,111 | - | ||||||
| Operating lease liabilities, current | 51,239 | - | ||||||
| Total current liabilities | 64,121,753 | 2,538,955 | ||||||
| Deferred government grant - non current | 147,812 | - | ||||||
| Total liabilities | $ | 64,269,565 | $ | 2,538,955 | ||||
| ||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Class A Ordinary Shares (200,000,000 shares authorized with par value of $0.001, 24,254,842 and 21,356,290 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively) | $ | 24,255 | $ | 21,356 | ||||
| Class B Ordinary Shares (200,000,000 shares authorized with par value of $0.001, 2,100,000 and 7,100,000 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively) | 2,100 | 7,100 | ||||||
| Additional paid-in capital | 26,010,366 | 8,368,266 | ||||||
| Statutory reserves | 63,659 | - | ||||||
| Accumulated deficit | (1,479,761 | ) | (4,947,815 | ) | ||||
| Accumulated other comprehensive income | 413,175 | 243,703 | ||||||
| Total shareholders’ equity | 25,033,794 | 3,692,610 | ||||||
| Total liabilities and shareholders’ equity | $ | 89,303,359 | $ | 6,231,565 | ||||
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AGM GROUP HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPEATIONS AND COMPREHENSIVE INCOME
(Amounts in US$, except for number of shares)
| For The Three
Months Ended December 31, | For The Year Ended December 31, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Audited) | |||||||||||||
| Revenues | ||||||||||||||||
| Revenues | $ | 31,374,035 | $ | 13,595 | $ | 36,709,931 | $ | 53,305 | ||||||||
| Total Revenues | 31,374,035 | 13,595 | 36,709,931 | 53,305 | ||||||||||||
| Cost of Revenues | ||||||||||||||||
| Cost of revenues | (25,490,406 | ) | (8,662 | ) | (30,112,363 | ) | (38,534 | ) | ||||||||
| Gross profit | 5,883,629 | 4,933 | 6,597,568 | 14,771 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Selling, general & administrative expenses | 817,482 | 198,818 | 1,627,368 | 964,470 | ||||||||||||
| Research and development expenses | 3,508 | 16,095 | 36,317 | 63,450 | ||||||||||||
| Total operating expenses | 820,990 | 214,913 | 1,663,685 | 1,027,920 | ||||||||||||
| Income/(Loss) from operations | 5,062,639 | (209,980 | ) | 4,933,883 | (1,013,149 | ) | ||||||||||
| Other income/(expenses) | ||||||||||||||||
| Other income | 46,672 | 894 | 47,167 | 1,687 | ||||||||||||
| Other expenses | (22,846 | ) | (5,903 | ) | (43,171 | ) | (9,343 | ) | ||||||||
| Total other expenses | 23,826 | (5,009 | ) | 3,996 | (7,656 | ) | ||||||||||
| Income/(Loss) from continuing operations before provision of income taxes | 5,086,465 | (214,989 | ) | 4,937,879 | (1,020,805 | ) | ||||||||||
| Provision for income taxes expenses | (1,248,936 | ) | (76,343 | ) | (1,406,166 | ) | (76,343 | ) | ||||||||
| Net income/(loss) from continuing operations | 3,837,529 | (291,332 | ) | 3,531,713 | (1,097,148 | ) | ||||||||||
| Discontinued operations | ||||||||||||||||
| Loss from discontinued operations, net of income tax | - | (149,322 | ) | - | (322,490 | ) | ||||||||||
| Gain from disposal | - | 347,990 | - | 347,990 | ||||||||||||
| Loss from discontinued operations, net of income tax | - | 198,668 | - | 25,500 | ||||||||||||
| Net income/(loss) | $ | 3,837,529 | $ | (92,664 | ) | $ | 3,531,713 | $ | (1,071,648 | ) | ||||||
| Comprehensive income/(loss) | ||||||||||||||||
| Net income/(loss) | $ | 3,837,529 | $ | (92,664 | ) | $ | 3,531,713 | $ | (1,071,648 | ) | ||||||
| Other comprehensive loss | - | - | - | - | ||||||||||||
| Foreign currency translation adjustment | 256,105 | (61,272 | ) | 169,472 | (154,768 | ) | ||||||||||
| Total comprehensive income/(loss) | $ | 4,093,634 | $ | (153,936 | ) | $ | 3,701,185 | $ | (1,226,416 | ) | ||||||
| Income/(Loss) earnings per common share | ||||||||||||||||
| Continuing operations - Basic | $ | 0.18 | $ | (0.01 | ) | $ | 0.16 | $ | (0.05 | ) | ||||||
| Continuing operations - Diluted | 0.17 | (0.01 | ) | 0.16 | (0.05 | ) | ||||||||||
| Discontinued operations - Basic | - | 0.01 | - | 0.00 | ||||||||||||
| Discontinued operations - Diluted | - | 0.01 | - | 0.00 | ||||||||||||
| Net income/(loss) per common share - basic | $ | 0.18 | $ | (0.00 | ) | $ | 0.16 | $ | (0.05 | ) | ||||||
| Net income/(loss) per common share - diluted | $ | 0.17 | $ | (0.00 | ) | $ | 0.16 | $ | (0.05 | ) | ||||||
| Weighted average Class A ordinary shares outstanding, basic | 21,903,794 | 21,720,293 | 21,491,291 | 21,787,892 | ||||||||||||
| Weighted average Class A ordinary shares outstanding, diluted | 21,985,627 | 21,720,293 | 21,511,469 | 21,787,892 | ||||||||||||
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AGM GROUP HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in US$)
| For The Years Ended December 31, | ||||||||
| 2021 | 2020 | |||||||
| (Unaudited) | (Audited) | |||||||
| Cash flows from operating activities | ||||||||
| Net income/(loss) | $ | 3,531,713 | $ | (1,071,648 | ) | |||
| Net gain from discontinued operations, net of tax | - | 25,500 | ||||||
| Net gain/(loss) from continuing operations | 3,531,713 | (1,097,148 | ) | |||||
| Adjustment to reconcile net income to net cash used in operating activities | ||||||||
| Depreciation and amortization | 38,363 | 33,437 | ||||||
| Amortization of operating lease right-of-use asset | 63,347 | - | ||||||
| Other income | (22,119 | ) | - | |||||
| Gain from disposal of subsidiary | - | (347,990 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (2,608,325 | ) | - | |||||
| Advances to suppliers | (41,787,966 | ) | - | |||||
| Prepayment and other current assets | 2,094,491 | 103,145 | ||||||
| Inventories | (22,433,140 | ) | - | |||||
| Deferred tax assets | (129,034 | ) | - | |||||
| Accounts payable | 15,414,040 | 1,763 | ||||||
| Accrued expenses and other payables | 1,777,903 | (48,537 | ) | |||||
| Advances from customers | 42,231,914 | - | ||||||
| Deferred government grant | 3,454 | - | ||||||
| Operating lease liabilities | (49,074 | ) | - | |||||
| Net cash used in operating activities from continuing operations | (1,874,433 | ) | (1,355,330 | ) | ||||
| Net cash used in operating activities from discontinued operations | - | (296,692 | ) | |||||
| Net cash used in operating activities | (1,874,433 | ) | (1,652,022 | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | (339,657 | ) | (810 | ) | ||||
| Net cash used in investing activities from continuing operations | (339,657 | ) | (810 | ) | ||||
| Net cash used in investing activities from discontinued operations | - | (385 | ) | |||||
| Net cash used in investing activities | (339,657 | ) | (1,195 | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of ordinary shares | 17,639,999 | 667,901 | ||||||
| Proceeds from related parties | 907,135 | 241,822 | ||||||
| Proceeds from short-term borrowings | 1,568,455 | - | ||||||
| Borrowings to related parties | (39,238 | ) | (116,610 | ) | ||||
| Repayments to related parties | (517,670 | ) | (594,887 | ) | ||||
| Net cash provided by financing activities from continuing operations | 19,558,681 | 198,226 | ||||||
| Net cash used in financing activities from discontinued operations | - | (86,348 | ) | |||||
| Net cash provided by financing activities | 19,558,681 | 111,878 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 397,451 | 129,375 | ||||||
| Net change in cash and cash equivalents | 17,742,042 | (1,411,964 | ) | |||||
| Cash and cash equivalents, beginning of the year | 664,605 | 2,076,569 | ||||||
| Cash and cash equivalents, end of the year | 18,406,647 | 664,605 | ||||||
| Less cash and cash equivalents of discontinued operations–end of year | - | - | ||||||
| Cash and cash equivalents of continuing operations–end of year | $ | 18,406,647 | $ | 664,605 | ||||
| Supplemental cash flow information | ||||||||
| Interest paid | $ | 34,721 | $ | - | ||||
| Non-cash investing and financing activities | ||||||||
| Free operating lease due to government grant | $ | 204,588 | $ | - | ||||
| Additions of ROU Assets | 100,313 | - | ||||||
| Cancelled common stocks issued | $ | 5,000 | $ | 7,600,000 | ||||
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