Addentax Group Corp 10-Q for FY2020 Q3
Addentax Group Corp. (ATXG)
About this 10-Q
Addentax Group Corp filed this 10-Q on February 14, 2020, covering the quarter ended December 31, 2019 (FY2020 Q3).
Headline figures
Quarter ended December 31, 2019, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.03M
- up 58.5% from $2.54M a year earlier
- Net loss
- $258.21K
- compared with a net loss of $544.98K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: December 31, 2019
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____________ to _________________
Commission File No. 333-206097
ADDENTAX GROUP CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 35-2521028 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or formation) | Identification Number) |
Kingkey 100, Block A, Room 5403,
Luohu District, Shenzhen City, China 518000
(Address of principal executive offices)
+ (86) 755 86961 405
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name
of each exchange on which registered | ||
| Common Stock | ATXG | OTC Markets |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
[X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] | Smaller reporting company [X] |
| Emerging growth [X] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No
As of February 14, 2020, there were 25,346,004 shares outstanding of the registrant’s common stock.
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements (Unaudited) | F-1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 16 |
| Item 4. | Controls and Procedures | 16 |
| PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 17 |
| Item 1A. | Risk Factors | 18 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 18 |
| Item 3. | Defaults Upon Senior Securities | 18 |
| Item 4. | Mine Safety Disclosures | 18 |
| Item 5. | Other Information | 18 |
| Item 6. | Exhibits | 18 |
| 2 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements and Supplementary Data
ADDENTAX GROUP CORP.
FINANCIAL STATEMENTS
For the quarterly period ended December 31, 2019 and 2018
TABLE OF CONTENTS
| F-1 |
ADDENTAX GROUP CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF December 31, 2019 (UNAUDITED) AND MARCH 31, 2019 (AUDITED)
(In U.S. Dollars, except share data or otherwise stated)
| Note | December 31, 2019 | March 31, 2019 | ||||||||||
| (unaudited) | (audited) | |||||||||||
| ASSETS | ||||||||||||
| CURRENT ASSETS | ||||||||||||
| Cash and cash equivalents | $ | 424,021 | $ | 277,264 | ||||||||
| Accounts receivables, net | 4 | 3,678,982 | 1,798,489 | |||||||||
| Inventories, net | 7 | 318,971 | 318,047 | |||||||||
| Other receivables | 5 | 258,998 | 178,128 | |||||||||
| Advances to suppliers | 8 | 483,104 | 230,484 | |||||||||
| Total current assets | 5,164,076 | 2,802,412 | ||||||||||
| NON-CURRENT ASSETS | ||||||||||||
| Plant and equipment, net | 9 | 667,806 | 694,431 | |||||||||
| Goodwill | 475,003 | 475,003 | ||||||||||
| Operating lease right of use asset | 14 | 1,939,270 | - | |||||||||
| Total non-current assets | 3,082,079 | 1,169,434 | ||||||||||
| TOTAL ASSETS | $ | 8,246,155 | $ | 3,971,846 | ||||||||
| LIABILITIES AND EQUITY | ||||||||||||
| CURRENT LIABILITIES | ||||||||||||
| Short-term loan | 10 | $ | 359,038 | $ | 223,502 | |||||||
| Accounts payable | 2,545,680 | 884,251 | ||||||||||
| Amount due to related parties | 6 | 5,226,754 | 4,204,130 | |||||||||
| Advances from customers | 83,672 | 102,673 | ||||||||||
| Accrued expenses and other payables | 13 | 1,138,575 | 259,837 | |||||||||
| Total current liabilities | 9,353,719 | 5,674,393 | ||||||||||
| NON-CURRENT LIABILITIES | ||||||||||||
| Operating lease liability, net of current portion | 14 | 1,483,752 | - | |||||||||
| Total non-current liabilities | 1,483,752 | - | ||||||||||
| TOTAL LIABILITIES | $ | 10,837,471 | $ | 5,674,393 | ||||||||
| COMMITMENTS AND CONTINGENCIES | 17 | |||||||||||
| EQUITY | ||||||||||||
| Common stock ($0.001 par value, 25,346,004 shares issued and outstanding at December 31, 2019 and March 31, 2019, respectively) | $ | 25,346 | $ | 25,346 | ||||||||
| Additional paid-in capital | 61,050 | 61,050 | ||||||||||
| Retained earnings | (2,724,989 | ) | (1,775,767 | ) | ||||||||
| Statutory reserve | 15 | 23,516 | 21,779 | |||||||||
| Accumulated other comprehensive loss | 15 | 23,761 | (34,955 | ) | ||||||||
| Total deficit | (2,591,316 | ) | (1,702,547 | ) | ||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 8,246,155 | $ | 3,971,846 | ||||||||
See accompany notes to the consolidated financial statements.
| F-2 |
ADDENTAX GROUP CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2019 AND 2018 (UNAUDITED)
(In U.S. Dollars, except share data or otherwise stated)
| Three
months ended December 31, |
Nine
months ended December 31, |
|||||||||||||||||||
| Note | 2019 | 2018 | 2019 | 2018 | ||||||||||||||||
| REVENUES | $ | 4,027,902 | $ | 2,541,803 | $ | 8,182,396 | $ | 8,108,408 | ||||||||||||
| COST OF REVENUES | (3,746,040 | ) | (2,495,740 | ) | (7,221,683 | ) | (7,086,149 | ) | ||||||||||||
| GROSS PROFIT | 281,862 | 46,063 | 960,713 | 1,022,259 | ||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||||||
| Selling and marketing | (960 | ) | (4,770 | ) | (11,825 | ) | (14,480 | ) | ||||||||||||
| General and administrative | (526,194 | ) | (586,310 | ) | (1,857,288 | ) | (1,589,906 | ) | ||||||||||||
| Total operating expenses | (527,154 | ) | (591,080 | ) | (1,869,113 | ) | (1,604,386 | ) | ||||||||||||
| LOSS FROM OPERATIONS | (245,292 | ) | (545,017 | ) | (908,400 | ) | (582,127 | ) | ||||||||||||
| FINANCE COST, NET | (3,964 | ) | - | (16,246 | ) | - | ||||||||||||||
| OTHER INCOME, (EXPENSE) | 66 | 2,142 | (10,753 | ) | 19,132 | |||||||||||||||
| LOSS BEFORE INCOME TAX EXPENSE | (249,190 | ) | (542,875 | ) | (935,399 | ) | (562,995 | ) | ||||||||||||
| INCOME TAX EXPENSE | 11 | (9,022 | ) | (2,102 | ) | (12,086 | ) | (6,591 | ) | |||||||||||
| NET LOSS | (258,212 | ) | (544,977 | ) | (947,485 | ) | (569,586 | ) | ||||||||||||
| Foreign currency translation (loss) gain | 15 | (50,440 | ) | (445 | ) | 58,715 | 123,622 | |||||||||||||
| TOTAL COMPREHENSIVE LOSS | $ | (308,652 | ) | $ | (545,422 | ) | (888,770 | ) | (445,964 | ) | ||||||||||
| LOSS PER SHARE | ||||||||||||||||||||
| Basic and diluted | (0.01 | ) | (0.02 | ) | (0.04 | ) | (0.02 | ) | ||||||||||||
| Weighted average number of shares outstanding – Basic and diluted | 25,346,004 | 25,346,004 | 25,346,004 | 25,346,004 | ||||||||||||||||
See accompany notes to the consolidated financial statements.
| F-3 |
ADDENTAX GROUP CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019 AND 2018 (UNAUDITED)
(In U.S. Dollars, except share data or otherwise stated)
Nine months ended December 31, | ||||||||
| 2019 | 2018 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (947,485 | ) | $ | (569,586 | ) | ||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Depreciation | 84,277 | 88,434 | ||||||
| Loss on disposal of plant and equipment | 3,323 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) decrease in: | ||||||||
| Accounts receivable | (1,880,493 | ) | 1,528,916 | |||||
| Inventories | (924 | ) | (152,416 | ) | ||||
| Advances to suppliers | (252,620 | ) | 44,533 | |||||
| Other receivables | (80,870 | ) | 1,809,372 | |||||
| Accounts payables | 1,661,429 | (338,726 | ) | |||||
| Accrued expenses and other payables | 373,429 | 117,169 | ||||||
| Advances from customers | (19,002 | ) | (1,440,672 | ) | ||||
| Taxes payable | - | (3,950 | ) | |||||
| Net cash (used in) provided by operating activities | $ | (1,058,936 | ) | $ | 1,083,074 | |||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of plant and equipment | (94,864 | ) | (91,246 | ) | ||||
| Net cash used in investing activities | $ | (94,864 | ) | $ | (91,246 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from related party borrowings | 1,828,042 | 4,251,157 | ||||||
| Repayment of related party borrowings | (665,323 | ) | (5,388,040 | ) | ||||
| Proceeds from third party borrowings | - | 3,596,628 | ||||||
| Repayment of third party borrowings | - | (3,507,077 | ) | |||||
| Proceeds from bank borrowings | 515,816 | 159,922 | ||||||
| Repayment of bank borrowings | (372,135 | ) | - | |||||
| Net cash provided by (used in) financing activities | $ | 1,306,400 | $ | (887,410 | ) | |||
| NET DECREASE IN CASH AND CASH EQUIVALENTS | 152,600 | 104,418 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | (5,843 | ) | (12,255 | ) | ||||
| Cash and cash equivalents, beginning of the period | 277,264 | 264,806 | ||||||
| CASH AND CASH EQUIVALENTS, END OF THE PERIOD | $ | 424,021 | $ | 356,969 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for interest | 11,244 | - | ||||||
| Cash paid during the period for income tax | 12,086 | 8,812 | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Right-of-use assets obtained in exchange for operating lease obligations | 1,966,535 | - | ||||||
See accompany notes to the consolidated financial statements.
| F-4 |
ADDENTAX GROUP CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGE OF EQUITY
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2019 AND 2018 (UNAUDITED)
(In U.S. Dollars, except share data or otherwise stated)
| Common Stock | Additional | Retained earnings | Accumulated other | |||||||||||||||||||||||||
| Shares | Amount | paid-in capital | Unrestricted | Statutory reserve | comprehensive income | Total Equity | ||||||||||||||||||||||
| BALANCE AT SEPTEMBER 30, 2018 | 506,920,000 | 506,920 | (420,524 | ) | (1,105,806 | ) | 21,539 | (7,604 | ) | (1,005,475 | ) | |||||||||||||||||
| Foreign currency translation | - | - | - | - | - | (445 | ) | (445 | ) | |||||||||||||||||||
| Net loss for the period | - | - | - | (544,978 | ) | - | - | (544,978 | ) | |||||||||||||||||||
| BALANCE AT DECEMBER 31, 2018 | 506,920,000 | 506,920 | (420,524 | ) | (1,650,784 | ) | 21,539 | (8,049 | ) | (1,550,898 | ) | |||||||||||||||||
| BALANCE AT SEPTEMBER 30, 2019 | 25,346,004 | 25,346 | 61,050 | (2,465,040 | ) | 21,779 | 74,201 | (2,282,664 | ) | |||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | (50,440 | ) | (50,440 | ) | |||||||||||||||||||
| Movement of Statutory reserve | - | - | - | (1,737 | ) | 1,737 | - | - | ||||||||||||||||||||
| Net loss for the period | - | - | - | (258,212 | ) | - | - | (258,212 | ) | |||||||||||||||||||
| BALANCE AT DECEMBER 31, 2019 | 25,346,004 | 25,346 | 61,050 | (2,724,989 | ) | 23,516 | 23,761 | (2,591,316 | ) | |||||||||||||||||||
| BALANCE AT MARCH 31, 2018 | 506,920,000 | 506,920 | (420,524 | ) | (1,081,198 | ) | 21,539 | (131,671 | ) | (1,104,934 | ) | |||||||||||||||||
| -Foreign currency translation | - | - | - | - | - | 123,622 | 123,622 | |||||||||||||||||||||
| Net loss for the period | - | - | - | (569,586 | ) | - | - | (569,586 | ) | |||||||||||||||||||
| BALANCE AT DECEMBER 31, 2018 | 506,920,000 | 506,920 | (420,524 | ) | (1,650,784 | ) | 21,539 | (8,049 | ) | (1,550,898 | ) | |||||||||||||||||
| BALANCE AT MARCH 31, 2019 | 25,346,004 | 25,346 | 61,050 | (1,775,767 | ) | 21,779 | (34,955 | ) | (1,702,547 | ) | ||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | 58,716 | 58,716 | |||||||||||||||||||||
| Movement of Statutory reserve | - | - | - | (1,737 | ) | 1,737 | - | - | ||||||||||||||||||||
| Net loss for the period | - | - | - | (947,485 | ) | - | - | (947,485 | ) | |||||||||||||||||||
| BALANCE AT DECEMBER 31, 2019 | 25,346,004 | 25,346 | 61,050 | (2,724,989 | ) | 23,516 | 23,761 | (2,591,316 | ) | |||||||||||||||||||
| F-5 |
ADDENTAX GROUP CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2019 AND 2018
| 1. | ORGANIZATION AND BUSINESS ACQUISITIONS |
Addentax Group Corp. (“ATXG”) was incorporated in Nevada on October 28, 2014, and before the transaction described below, ATXG is engaged in the field of producing images on multiple surfaces using heat transfer technology.
On December 28, 2016, ATXG acquired 250,000,000 shares of the issued and outstanding stock of Yingxi Industrial Chain Group Co., Ltd. (“Yingxi”). The 250,000,000 shares of Yingxi were acquired from the members of Yingxi in a share exchange transaction in return for the issuance of 500,000,000 shares of common stock of ATXG. The 250,000,000 shares of Yingxi constitute 100% of its issued and outstanding stock, and as a result of the transaction, Yingxi became a wholly-owned subsidiary of ATXG. And following the consummation of the reverse acquisition effective on September 25, 2017, and giving effect to the securities exchanged in the offering, the members of Yingxi will beneficially own approximately ninty-nine percent (99%) of the issued and outstanding common stock of ATXG. For accounting purposes, the Company was treated as an acquiree and Yingxi as an acquirer, as a result, the business and financial information contained in this report is that of the acquirer prior to the consummation date and that of the combined entity after that date.
Yingxi was incorporated in the Republic of Seychelles on August 4, 2016. ATXG, together with Yingxi and its subsidiaries (the “Company”) operates primarily in the People’s Republic of China (“PRC” or “China”) and is engaged in the business of garments manufacturing and providing logistic services.
On December 15, 2016, Yingxi entered into an equity transfer agreement with the shareholder of Yingxi Industrial Chain Investment Co., Ltd (“Yingxi HK”) under which Yingxi agreed to pay total consideration of RMB21,008,886 (approximately $3,048,936) in cash in exchange for a 100% ownership interest in Yingxi HK. Yingxi HK was incorporated in Hong Kong in 2016. Yingxi HK is a holding company with no assets other than a 100% equity interest of the following subsidiaries:
Qianhai Yingxi Textile & Garments Co., Ltd (“QYTG”), a wholly-owned subsidiary of Yingxi HK, was incorporated in the PRC in 2016.
Shenzhen Qianhai Yingxi Industrial Chain Services Co., Ltd (“YX”), a wholly-owned subsidiary of QYTG, was incorporated in the PRC in 2016.
Xin Kuai Jie Transport Co., Ltd (“XKJ”), a wholly-owned subsidiary of YX, was incorporated in the PRC in 2001. XKJ is engaged in the provision of logistic services.
Shenzhen Hua Peng Fa Logistics Co., Ltd (“HPF”), a wholly-owned subsidiary of YX, was incorporated in the PRC in 2006. HPF is engaged in the provision of logistic services.
Dongguan Heng Sheng Wei Garments Co., Ltd (“HSW”), a wholly-owned subsidiary of YX, was incorporated in the PRC in 2009. HSW is a garment manufacturer.
Shantou Chenghai Dai Tou Garments Co., Ltd (“DT”), a wholly-owned subsidiary of YX, was incorporated in the PRC in 2009. DT is a garment manufacturer.
Dongguan Yingxi Daying Commercial Co., Ltd (“DY”), a wholly-owned subsidiary of YX, was incorporated in the PRC in 2019. DY is a property management company for the garment manufacturing industry.
Dongguan Yushang Clothing Co., Ltd (“YS”), a wholly-owned subsidiary of YX, was incorporated in the PRC in 2019. YS is a garment manufacturer.
Shantou Yi Bai Yi Garments Co., Ltd (“YBY”), a wholly-owned subsidiary of YX, was incorporated in PRC in 2019, YBY is a garment manufacturer.
| 2. | BASIS OF PRESENTATION, LIQUIDITY |
The accompanying consolidated financial statements of the Company and its subsidiaries are prepared pursuant to the rules and regulations of the U.S Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). All material inter-company accounts and transactions have been eliminated in consolidation.
| F-6 |
The accompanying consolidated financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The Company incurred net loss of $(258,212), $(544,977) for the three months ended December 31, 2019 and 2018, respectively, and $(947,485), $(569,586) for the nine months ended December 31, 2019 and 2018, respectively. As of December 31, 2019 and March 31, 2019, the Company had net current liability of $4,189,643 and $2,871,981, respectively, and a deficit on total equity of $2,591,316 and $1,702,547, respectively.
The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company expects to finance operations primarily through cash flow from revenue and capital contributions from the CEO. During the period, the CEO has provided financial support for the operations of the Company. In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the CEO has indicated the intent and ability to provide additional equity financing.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on the Company’s ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| 3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| (a) | Economic and Political Risks |
The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.
The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.
| F-7 |
| (b) | Foreign Currency Translation |
The Company’s reporting currency is the U.S. dollar. The functional currency of the parent company is the U.S. dollar and the functional currency of the Company’s operating subsidiaries is the Chinese Renminbi (“RMB”). For the subsidiaries whose functional currencies are the RMB, all assets and liabilities are translated at exchange rates at the balance sheet date and revenue and expenses are translated at the average yearly exchange rates and equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustments to other comprehensive loss, a component of equity.
| (c) | Use of Estimates |
The preparation of the consolidated financial statements in conformity with US GAAP requires management 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.
| (d) | Fair Value Measurement |
Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.
This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
At December 31, 2019, the Company has no financial assets or liabilities subject to recurring fair value measurements.
The Company’s financial instruments include cash, accounts receivable, advances to suppliers, other receivables, accounts payable, other payables, taxes payables and related party receivables or payables. Management estimates that the carrying amounts of financial instruments approximate their fair values due to their short-term nature. The fair value of amounts with related parties is not practicable to estimate due to the related party nature of the underlying transactions.
| F-8 |
| (e) | Cash and Cash Equivalents |
The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. All cash and cash equivalents relate to cash on hand and cash at bank at December 31, 2019 and March 31, 2019.
The Renminbi is not freely convertible into foreign currencies. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business.
| (f) | Accounts Receivable |
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit to its customers in the normal course of business and generally does not require collateral. The Company’s credit terms are dependent upon the segment, and the customer. The Company assesses the probability of collection from each customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.
Management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing accounts receivable. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade receivables. In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with its customers, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.
Accounts receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. No allowance for doubtful accounts was made for the three and nine months ended December 31, 2019 and 2018.
The following customers had an accounts receivable balance greater than 10% of total accounts receivable at December 31, 2019 and March 31, 2019.
| December 31, 2019 | March 31, 2019 | |||||||
| Customer A | 64 | % | 0 | % | ||||
| Customer B | 8 | % | 10 | % | ||||
| Customer C | 7 | % | 18 | % | ||||
| Customer D | 3 | % | 12 | % | ||||
| Customer E | 3 | % | 12 | % | ||||
| (g) | Inventories |
Manufacturing segment inventories consist of raw materials, work in progress and finished goods and are stated at the lower of cost, determined on a weighted average basis, or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated costs necessary to make the sale. When inventories are sold, their carrying amount is charged to expense in the period in which the revenue is recognized. Write-downs for declines in net realizable value or for losses of inventories are recognized as an expense in the period the impairment or loss occurs. No allowance for obsolete finished goods for both three and nine months ended December 31, 2019 and 2018.
| F-9 |
During the three and nine months ended December 31, 2019 and 2018, approximately 99%, 91%, 76% and 51% of total inventory purchases were from the Company’s five largest suppliers, respectively. Management believes that should the Company lose any one of its major suppliers, other suppliers are available that could provide similar products to the Company.
| (h) | Plant and Equipment |
Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over the assets’ estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows:
| Production plant | 5-10 years |
| Motor vehicles | 10-15 years |
| Office equipment | 5-10 years |
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. The cost of maintenance and repairs is charged to the statement of income as incurred, whereas significant renewals and betterments are capitalized.
| (i) | Goodwill |
Goodwill represents the excess of the purchase price over the net fair value of the identifiable tangible and intangible assets acquired and the fair value of liabilities assumed in acquisitions. ASC350-30-50 “Goodwill and Other Intangible Assets”, requires the testing of goodwill and indefinite-lived intangible assets for impairment at least annually. The Company tests goodwill for impairment in the fourth quarter of each years.
Under applicable accounting guidance, the goodwill impairment analysis is a two-step test. The first step of the goodwill impairment test involves comparing the fair value of each reporting unit with its carrying amount including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired; however, if the carrying amount of the reporting unit exceeds its fair value, the second step must be performed to measure potential impairment.
The second step involves calculating an implied fair value of goodwill for each reporting unit for which the first step indicated possible impairment. If the implied fair value of goodwill exceeds the goodwill assigned to the reporting unit, there is no impairment. If the goodwill assigned to a reporting unit exceeds the implied fair value of goodwill, an impairment charge is recorded for the excess.
The Company tested goodwill for impairment as of March 31, 2019 and it was determined that recoverable amount of one of the Company’s reporting units was higher than the carrying amount of the goodwill recorded. Therefore it was concluded that no impairment for goodwill is required. As of December 31, 2019 and March 31, 2019, no carrying amount of goodwill was impaired.
| (j) | Accounting for the Impairment of Long-Lived Assets |
Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
There was no impairment of long-lived assets as of December 31, 2019 and March 31, 2019.
| F-10 |
| (k) | Revenue Recognition |
Revenue is generated through sale of goods and delivery services. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:
(i) identification of the promised goods and services in the contract;
(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;
(iii) measurement of the transaction price, including the constraint on variable consideration;
(iv) allocation of the transaction price to the performance obligations; and
(v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.
For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all product and service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules
Cost of revenues for manufacturing segment includes the direct raw material cost, direct labor cost, manufacturing overheads including depreciation of production equipment and rent. Cost of for service segment includes gasoline and diesel fuel, toll charges and subcontracting fees.
| (l) | Earnings Per Share |
The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the reporting period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.
| F-11 |
The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued. The Company had no potentially dilutive ordinary shares as of December 31, 2019 and March 31, 2019.
| (m) | Income Taxes |
The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The Company has a history of tax losses and there is no convincing evidence that sufficient taxable income will be available against which the deferred tax asset can be utilised, therefore, the Company does not recognize any tax benefits for the three and nine months ended December 31, 2019 and 2018.
The Company is governed by the Income Tax Laws of the PRC. The PRC federal statutory tax rate is 25%. The Company files income tax returns with the relevant government authorities in the PRC. The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months.
The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the three and nine months ended December 31, 2019 and 2018. The Company’s effective tax rate differs from the PRC federal statutory rate primarily due to non-deductible expenses, temporary differences and preferential tax treatments.
New U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment. The Company measured the current and deferred taxes based on the provisions of the Tax legislation. After the Company’s measurement, no deferred tax benefit nor expense were recorded relating to the Tax Act changes for the three and nine months ended December 31, 2019 and 2018.
| (n) | Related party balances and transactions |
A related party is generally defined as:
(i) any person that holds the Company’s securities including such person’s immediate families,
(ii) the Company’s management,
(iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or
| F-12 |
(iv) anyone who can significantly influence the financial and operating decisions of the Company.
A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
| (o) | Interest Rate Risk |
Our exposure to interest rate risk primarily relates to the interest expenses on our outstanding bank borrowings and the interest income generated by cash invested in cash deposits and liquid investments. As of December 31, 2019, our total outstanding borrowings amounted to $359,038 (RMB2,500,000) with various interest rates from 4.84% to 6.96%. (Note 10)
| (p) | Leases |
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, The Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
| (q) | Recently issued and adopted accounting pronouncements |
In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU on update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments in this Update should be applied using a retrospective transition method each period presented. The Company adopted this ASU on April 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2019.
In August 2018, the FASB issued ASU 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement to ASC Topic 820, Fair Value Measurement (“ASC 820”). ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, and/or adding certain disclosures. ASU 2018-13 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2019. An entity is permitted to early adopt by modifying existing disclosures and delay adoption of the additional disclosures until the effective date. The Company is evaluating the effect that adoption of this guidance will have on its consolidated financial statements and related disclosures.
In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This standard was effective for the Company on September 1, 2018. The adoption of this standard did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This standard will be effective for the Company on December 15, 2019. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.
In January 2016, the FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”)”. The standard addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company evaluated the impact of adopting the new standard and concluded that there was no material impact to its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, “Lease (Topic 842)”, which amends recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. This standard takes effect for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. According to this new standard, the Company recorded both right-of-use asset and lease liability of $1.9 million on its consolidated financial statements for the period ended December 31, 2019.
| F-13 |
The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s consolidated financial statements.
| 4. | ACCOUNTS RECEIVABLES |
The receivables and allowance balances at December 31, 2019 and March 31 2019 are as follows:
| December 31, 2019 | March 31, 2019 | |||||||
| (unaudited) | (audited) | |||||||
| Accounts receivable | $ | 3,678,982 | $ | 1,798,489 | ||||
| Less: allowance for doubtful accounts | - | - | ||||||
| Accounts receivable, net | $ | 3,678,982 | $ | 1,798,489 | ||||
No allowance for doubtful accounts was made for the three and nine months ended December 31, 2019 and 2018.
| 5. | OTHER RECEIVABLES |
Other receivables primarily represent rental deposit; refundable security deposits to customers for quality assurance on the provision of logistic service; and unsecured and non-interest bearing short-term advances that the Company makes from time-to-time to employees. These advances are unsecured and due on demand.
| 6. | RELATED PARTY TRANSACTIONS |
| Name of Related Parties | Relationship with the Company | |
| Zhida Hong | President, CEO and a director of the Company | |
| Zhongpeng Chen | A legal representative of HPF | |
| Dewu Huang | A legal representative of DT | |
| Jinlong Huang | A spouse of legal representative of HSW |
The Company leases Shenzhen XKJ office rent-free from Bihua Yang.
| F-14 |
The Company had the following related party balances as of December 31, 2019 and March 31, 2019:
| Amounts due to related parties | December 31, 2019 | March 31, 2019 | ||||||
| (unaudited) | (audited) | |||||||
| Zhida Hong | $ | 4,904,847 | $ | 3,989,382 | ||||
| Zhongpeng Chen | 163,118 | 169,235 | ||||||
| Jinlong Huang | 98,470 | 45,513 | ||||||
| Dewu, Huang | 60,319 | - | ||||||
| $ | 5,226,754 | $ | 4,204,130 | |||||
The balances with related parties are unsecured, non-interest bearing and repayable on demand.
| 7. | INVENTORIES |
Inventories consist of the following as of December 31, 2019 and March 31, 2019:
| December 31, 2019 | March 31, 2019 | |||||||
| (unaudited) | (audited) | |||||||
| Raw materials | $ | 212,409 | $ | 157,382 | ||||
| Work in progress | 38,413 | 160,665 | ||||||
| Finished goods | 68,149 | - | ||||||
| Total inventories, net | $ | 318,971 | $ | 318,047 | ||||
There is no inventory allowance for the three and nine months ended December 31, 2019 and 2018.
| 8. | ADVANCES TO SUPPLIERS |
The Company has made advances to third-party suppliers in advance of receiving inventory parts. These advances are generally made to expedite the delivery of required inventory when needed and to help to ensure priority and preferential pricing on such inventory. The amounts advanced to suppliers are fully refundable on demand.
The Company reviews a supplier’s credit history and background information before advancing a payment. If the financial condition of its suppliers were to deteriorate, resulting in an impairment of their ability to deliver goods or provide services, the Company would recognize bad debt expense in the period they are considered unlikely to be collected.
| 9. | PLANT AND EQUIPMENT |
Plant and equipment consists of the following as of December 31, 2019 and March 31, 2019:
| December 31, 2019 | March 31, 2019 | |||||||
| (unaudited) | (audited) | |||||||
| Production plant | $ | 68,375 | $ | 107,173 | ||||
| Motor vehicles | 1,053,996 | 1,016,818 | ||||||
| Office equipment | 19,798 | 14,722 | ||||||
| 1,142,169 | 1,138,713 | |||||||
| Less: accumulated depreciation | (474,363 | ) | (444,282 | ) | ||||
| Plant and equipment, net | $ | 667,806 | $ | 694,431 | ||||
Depreciation expense for the three and nine months ended December 31, 2019 and 2018 was $27,648 and $84,277, $28,391 and $88,434, respectively.
| F-15 |
| 10. | SHORT-TERM BANK LOAN |
In September 2018, HSW, a subsidiary of the Company entered into a facility agreement with Dongguan Agricultural Commercial Bank and obtained a line of credit, which allows the Company to borrow up to approximately $215,522 (RMB1,500,000) for daily operations. The loans are guaranteed at no cost by the legal representative of HSW. As of December 31, 2019, the Company has borrowed $215,423 (RMB1,500,000) under this line of credit with fixed interest rate of 6.96% per annum. The line of credit is fully used. The outstanding loan balance will be due in September 2020.
In August 2019, HSW entered into a new facility agreement with Agricultural Bank of China and obtained a line of credit, which allows the Company to borrow up to approximately $143,682 (RMB1,000,000) for daily operations. The loans are guaranteed at no cost by the legal representative of HSW. As of December 31, 2019, the Company has borrowed $143,616 (RMB1,000,000) under this line of credit with various annual interest rates from 4.84% to 4.9%. The line of credit is fully used. The outstanding loan balance will be due in July 2020.
| 11. | INCOME TAXES |
| (a) | Enterprise Income Tax (“EIT”) |
The Company operates in the PRC and files tax returns in the PRC jurisdictions.
Yingxi Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin Islands, is not subject to income taxes.
Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a tax rate of 16.5%. No provision for income taxes in Hong Kong has been made as Yingxi HK had no taxable income for the three and nine months ended December 31, 2019 and 2018.
YX were incorporated in the PRC and is subject to the EIT tax rate of 25%. No provision for income taxes in the PRC has been made as YX had no taxable income for the three and nine months ended December 31, 2019 and 2018.
The Company is governed by the Income Tax Laws of the PRC. Yingxi’s operating companies, QYTG, HSW, HPF, DT and YS were subject to an EIT rate of 25% in 2019 and 2018. XKJ enjoyed the preferential tax benefits and its EIT rate was 15% in 2019 and 2018.
The Company’s parent entity, Addentax Group Corp. is an U.S entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the three and nine months ended December 31, 2019 and 2018.
No deferred taxes were recognized for the three and nine months ended December 31, 2019 and 2018.
The reconciliation of income taxes computed at the PRC federal statutory tax rate applicable to the PRC, to income tax expenses are as follows:
| Three months ended | Nine months ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
| PRC statutory tax rate | 25 | % | 25 | % | 25 | % | 25 | % | ||||||||
| Computed expected expenses | (62,297 | ) | (135,719 | ) | (233,850 | ) | (140,748 | ) | ||||||||
| Temporary differences not recognized | 22,942 | (558 | ) | 32,028 | (86,722 | ) | ||||||||||
| Tax losses not recognized | 48,377 | 138,379 | 213,908 | 234,061 | ||||||||||||
| Income tax expense | $ | 9,022 | $ | 2,102 | $ | 12,086 | $ | 6,591 | ||||||||
| F-16 |
| (b) | Value Added Tax (“VAT”) |
In accordance with the relevant taxation laws in the PRC, the normal VAT rate for domestic sales is 17%, which is levied on the invoiced value of sales and is payable by the purchaser. The subsidiaries HSW, DT and YS enjoyed preferential VAT rate of 13%. The Companies are required to remit the VAT it collects to the tax authority. A credit is available whereby VAT paid on purchases can be used to offset the VAT due on sales.
For services, the applicable VAT rate is 11% under the relevant tax category for logistic company, except the branch of HPF enjoyed the preferential VAT rate of 3% in 2019 and 2018. The Company is required to pay the full amount of VAT calculated at the applicable VAT rate of the invoiced value of sales as required. A credit is available whereby VAT paid on gasoline and toll charges can be used to offset the VAT due on service income.
| 12. | CONSOLIDATED SEGMENT DATA |
Segment information is consistent with how management reviews the businesses, makes investing and resource allocation decisions and assesses operating performance. The segment data presented reflects this segment structure. The Company reports financial and operating information in the following two segments:
| (a) | Manufacturing of garments (the “Manufacturing segment”); and | |
| (b) | Providing logistic services (the “Service segment”). |
The Company also provides general corporate services to its segments and these costs are reported as “Corporate and others”.
Selected information in the segment structure is presented in the following tables:
Revenues by segment for the three and nine months ended December 31, 2019 and 2018 are as follows:
| Three months ended | Nine months ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Revenues | (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||||||||||||
| Manufacturing segment | 2,643,560 | 731,310 | 3,517,009 | 2,760,966 | ||||||||||||
| Service segment | 1,384,342 | 1,810,493 | 4,665,387 | 5,347,442 | ||||||||||||
| $ | 4,027,902 | $ | 2,541,803 | $ | 8,182,396 | $ | 8,108,408 | |||||||||
Income from operations by segment for the three and nine months ended December 31, 2019 and 2018 are as follows:
| Three months ended | Nine months ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Operating income (loss) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||||||||||||
| Manufacturing segment | $ | 158,268 | $ | (33,584 | ) | $ | 187,803 | $ | (12,458 | ) | ||||||
| Service segment | (176,350 | ) | (255,499 | ) | (168,634 | ) | 37,292 | |||||||||
| Corporate and other | (227,210 | ) | (255,934 | ) | (927,569 | ) | (606,961 | ) | ||||||||
| Income (loss) from operations | $ | (245,292 | ) | $ | (545,017 | ) | $ | (908,400 | ) | $ | (582,127 | ) | ||||
| Manufacturing segment | (3,563 | ) | 5 | (22,848 | ) | 13,358 | ||||||||||
| Service segment | (53 | ) | 2,072 | (3,760 | ) | 2,726 | ||||||||||
| Corporate and other | (282 | ) | 65 | (391 | ) | 3,048 | ||||||||||
| Income (loss) before income tax | $ | (249,190 | ) | (542,875 | ) | (935,399 | ) | (562,995 | ) | |||||||
| Income tax expense | (9,022 | ) | (2,102 | ) | (12,086 | ) | (6,591 | ) | ||||||||
| Net income (loss) | $ | (258,212 | ) | $ | (544,977 | ) | $ | (947,485 | ) | $ | (569,586 | ) | ||||
| F-17 |
Depreciation and amortization by segment for the three and nine months ended December 31, 2019 and 2018 are as follows:
| Three months ended | Nine months ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Depreciation | (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||||||||||||
| Manufacturing segment | 1,746 | 4,237 | 7,536 | 18,987 | ||||||||||||
| Service segment | 25,902 | 24,154 | 76,742 | 69,447 | ||||||||||||
| $ | 27,648 | $ | 28,391 | $ | 84,278 | $ | 88,434 | |||||||||
Total assets by segment at December 31, 2019 and March 31, 2019 are as follows:
| Total assets | December 31, 2019 | March 31, 2019 | ||||||
| (unaudited) | (audited) | |||||||
| Manufacturing segment | $ | 3,518,909 | $ | 1,242,335 | ||||
| Service segment | 2,237,225 | 2,253,308 | ||||||
| Corporate and other | 2,490,021 | 476,203 | ||||||
| $ | 8,246,155 | $ | 3,971,846 | |||||
Goodwill by segment at December 31, 2019 and March 31, 2019 is as follows:
| Goodwill | December 31, 2019 | March 31, 2019 | ||||||
| (unaudited) | (audited) | |||||||
| Manufacturing segment | $ | 475,003 | $ | 475,003 | ||||
| Service segment | - | - | ||||||
| $ | 475,003 | $ | 475,003 | |||||
The recoverable amounts of reporting units are determined based on discounted cash flow calculations. The calculations use forecast for the first year and cash flow projections based on financial forecasts prepared by management covering the remaining 4-year operating period. The key assumptions include revenue, cost of sales and operating expenses which were determined by management based on the past performance and the implementation of the Company’s strategy. Based on the impairment test of goodwill, the recoverable amount was higher than the carrying amount of the goodwill recorded and it was concluded that no impairment against the amount of goodwill as of December 31, 2019 is necessary.
| 13. | ACCRUED EXPENSES AND OTHER PAYABLES |
Accrued expenses and other payables consist of the following as of December 31, 2019 and March 31, 2019:
| December 31, 2019 | March 31, 2019 | |||||||
| (unaudited) | (audited) | |||||||
| Lease liabilities – current portion (i) | $ | 455,518 | $ | - | ||||
| Accrued wages and welfare | 84,085 | 84,677 | ||||||
| Other payables | 598,972 | 175,160 | ||||||
| $ | 1,138,575 | $ | 259,837 | |||||
| (i) | Lease liabilities – current portion represents the operating lease liabilities due within next 12 months. |
| F-18 |
| 14. |
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES |
The Company implemented new accounting policy according to the ASC 842, Leases, on April 1, 2019 on a modified retrospective basis and did not restate comparative periods. Under the new policy, the Company recognized approximately $0.06 million lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of December 31, 2019, with discounted rate of 4.35%. A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.
As of December 31, 2019 and March 31, 2019, the right-of use asset and lease liabilities are as follows:
| December 31, 2019 | March 31, 2019 | |||||||
| (unaudited) | (audited) | |||||||
| Right-of-use asset – operating leases | $ | 1,939,270 | $ | - | ||||
| Lease liabilities – current portion | 455,518 | - | ||||||
| Lease liabilities – non-current portion | 1,483,752 | - | ||||||
| $ | 1,939,270 | $ | - | |||||
Lease cost
| Three
months ended December 31, |
Nine
months ended December 31, |
|||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
| Operating lease cost | 126,053 | 23,157 | 325,664 | 77,664 | ||||||||||||
| Short-term lease cost | 6,445 | - | 70,231 | - | ||||||||||||
| $ | 132,498 | $ | 23,157 | 395,895 | 77,664 | |||||||||||
Other information
| Three
months ended December 31, |
Nine
months ended December 31, |
|||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||||||||||
| Operating cash flow from operating leases | $ | 132,498 | $ | - | $ | 395,895 | $ | - | ||||||||
| Right-of-use assets obtained in exchange for new operating leases liabilities | 65,527 | - | 1,966,535 | - | ||||||||||||
| Weighted average remaining lease term - Operating leases (years) | 4.5 | - | 4.5 | - | ||||||||||||
| Weighted average discount rate - Operating leases | 4.35 | % | - | 4.35 | % | - | ||||||||||
| 15. | RESERVES |
| (a) | Statutory reserve |
In accordance with the relevant laws and regulations of the PRC, the subsidiary of the Company established in the PRC is required to transfer 10% of its profit after taxation prepared in accordance with the accounting regulations of the PRC to the statutory reserve until the reserve balance reaches 50% of the subsidiary’s paid-up capital. Such reserve may be used to offset accumulated losses or increase the registered capital of the subsidiary, subject to the approval from the PRC authorities, and are not available for dividend distribution to the shareholders. The paid-up statutory reserve was $23,516 and $21,779 as of December 31, 2019 and March 31, 2019, respectively.
| F-19 |
| (b) | Currency translation reserve |
The currency translation reserve represents translation differences arising from translation of foreign currency financial statements into the Company’s functional currency.
| 16. | REVERSE STOCK SPLIT |
On January 24, 2019, the Board of Directors of the Company approved a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-20 (the “Reverse Stock Split”). The Reverse Stock Split was effective on February 27, 2019 (the “Effective Date”). As a result of the filing of the Certificate, the number of shares of the Company’s authorized Common Stock was reduced from 1,000,000,000 shares to 50,000,000 shares and the issued and outstanding number of shares of the Company’s Common Stock was correspondingly decreased to 25,346,004. There was no change to the par value of the Company’s Common Stock. The decrease of Share Capital was transferred to and increased the Additional Paid In Capital. The Company has adjusted all references to number of share and loss per share amounts in the accompanying consolidated financial statements and notes to reflect the reverse stock split.
| 17. | SUBSEQUENT EVENTS |
The outbreak of the virus known as the coronavirus in January 2020 resulted in interruption of both manufacturing business and service business which adversely affected the businesses significantly. Management is evaluating the impact and developing actions plan to minimize the effect and to recover both businesses as soon as possible.
.
There is no other subsequent events have occurred that would require recognition or disclosure in the financial statements.
| F-20 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations for the three and nine months ended December 31, 2019 and 2018 should be read in conjunction with the attached consolidated unaudited Financial Statements and corresponding notes and our consolidated audited financial statements and related notes for the fiscal year ended March 31, 2019 found in our Annual Report on Form 10-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors and Special Note Regarding Forward-Looking Statements in this report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “target”, “forecast” and similar expressions to identify forward-looking statements.
Overview
Our Business
We are a garment manufacturer and logistic service provider based in China. We are listed on the OTCQB under the symbol of “ATXG”. We classify our businesses into two segments: Garment manufacturing and logistics services.
Our garment manufacturing business consists of sales made principally to wholesaler located in the People’s Republic of China (“PRC”). We have our own manufacturing facilities, with sufficient production capacity and skilled workers on production lines to ensure that we meet our high quality control standards and timely delivery requirement for our customers. We conduct our garment manufacturing operations through three wholly owned subsidiaries, namely Dongguan Heng Sheng Wei Garments Co., Ltd (“HSW”), Shantou Chenghai Dai Tou Garments Co., Ltd (“DT”) and Dongguan Yu Shang Garments Co., Ltd (“YS”), which are located in the Guangdong province, China.
Our logistic business consists of delivery and courier services covering approximately 20 provinces in China. Although we have our own motor vehicles and drivers, we currently outsource some of the business to our contractors. We believe outsourcing allows us to maximize our capacity and maintain flexibility while reducing capital expenditures and the costs of keeping drivers during slow seasons. We conduct our logistic operations through two wholly owned subsidiaries, namely Shenzhen Xin Kuai Jie Transportation Co., Ltd (“XKJ”) and Shenzhen Hua Peng Fa Logistic Co., Ltd (“HPF”), which are located in the Guangdong province, China.
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Business Objectives
Garment Manufacturing Business
We believe the strength of our garment manufacturing business is mainly due to our consistent emphasis on exceptional quality and timely delivery. The primary business objective for our garment manufacturing segment is to expand our customer base and improve our profit.
Logistic Business
The business objective and future plan for our logistic service segment is to establish an efficient logistic system and to build a nationwide delivery and courier network in China. As of December 31, 2019, we provide logistic service to over 79 cities in approximately nine provinces and two municipalities. We expect to develop an additional 20 logistics points in existing serving cities and improve the Company’s profit in the year of 2020.
Seasonality of Business
Our business is affected by seasonal trends, with higher levels of garment sales in our second and third quarters and higher logistic service revenue in our third and fourth quarters. These trends primarily result from the timing of seasonal garment manufacturing shipments and holiday periods in the logistic segment.
Collection Policy
Garment manufacturing business
For our new customers, we generally require orders placed to be backed by advances or deposits. For our long-term and established customers with good payment track records, we generally provide payment terms between 30 to 180 days following the delivery of finished goods.
Logistic business
For logistic service, we generally receive payments from the customers between 30 to 90 days following the date of the register receipt of packages.
Economic Uncertainty
Our business is dependent on consumer demand for our products and services. We believe that the significant uncertainty in the economy in China has increased our clients’ sensitivity to the cost of our products and services. We have experienced continued pricing pressure. If the economic environment becomes weak, the economic conditions could have a negative impact on our sales growth and operating margins, cash position and collection of accounts receivable. Additionally, business credit and liquidity have tightened in China. Some of our suppliers and customers may face credit issues and could experience cash flow problems and other financial hardships. These factors currently have not had an impact on the timeliness of receivable collections from our customers. We cannot predict at this time how this situation will develop and whether accounts receivable may need to be allowed for or written off in the coming quarters.
Despite the various risks and uncertainties associated with the current economy in China, we believe our core strengths will continue to allow us to execute our strategy for long-term sustainable growth in revenue, net income and operating cash flow.
The outbreak of the virus known as the coronavirus in January 2020 resulted in interruption of both manufacturing business and service business which adversely affected the businesses significantly. Management is evaluating the impact and developing actions plan to minimize the effect and to recover both businesses as soon as possible.
Summary of Critical Accounting Policies
We have identified critical accounting policies that, as a result of judgments, uncertainties, uniqueness and complexities of the underlying accounting standards and operation involved could result in material changes to our financial position or results of operations under different conditions or using different assumptions.
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Estimates and Assumptions
We regularly evaluate the accounting estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Revenue Recognition
Revenue is generated through sale of goods and delivery services. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:
| (i) | identification of the promised goods and services in the contract; | |
| (ii) | determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract; | |
| (iii) | measurement of the transaction price, including the constraint on variable consideration; | |
| (iv) | allocation of the transaction price to the performance obligations; and | |
| (v) | recognition of revenue when (or as) the Company satisfies each performance obligation. |
The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.
For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all product and service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.
Concentrations of Credit Risk
Cash held in banks: We maintain cash balances at the financial institutions in China. We have not experienced any losses in such accounts.
Accounts Receivable: Customer accounts typically are collected within a short period of time, and based on its assessment of current conditions and its experience collecting such receivables, management believes it has no significant risk related to its concentration within its accounts receivable.
Leases
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, The Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
| 5 |
Recently issued and adopted accounting pronouncements
In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU on update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments in this Update should be applied using a retrospective transition method each period presented. The Company adopted this ASU on April 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2019.
In August 2018, the FASB issued ASU 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement to ASC Topic 820, Fair Value Measurement (“ASC 820”). ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, and/or adding certain disclosures. ASU 2018-13 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2019. An entity is permitted to early adopt by modifying existing disclosures and delay adoption of the additional disclosures until the effective date. The Company is evaluating the effect that adoption of this guidance will have on its consolidated financial statements and related disclosures.
In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This standard was effective for the Company on September 1, 2018. The adoption of this standard did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This standard will be effective for the Company on December 15, 2019. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.
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In January 2016, the FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”)”. The standard addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company evaluated the impact of adopting the new standard and concluded that there was no material impact to its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, “Lease (Topic 842)”, which amends recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. This standard takes effect for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. According to this new standard, the Company recorded both right-of-use asset and lease liability of $1.9 million on its consolidated financial statements for the period ended December 31, 2019.
The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s consolidated financial statements.
Results of Operations for the three months ended December 31, 2019 and 2018
The following tables summarize our results of operations for the three months ended December 31, 2019 and 2018. The table and the discussion below should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this report.
| Three Months Ended December 31, | Increase (decrease) in | |||||||||||||||||||||||
| 2019 | 2018 | 2019 compared to 2018 | ||||||||||||||||||||||
| (In U.S. dollars, except for percentages) | ||||||||||||||||||||||||
| Revenue | $ | 4,027,902 | 100.0 | % | $ | 2,541,803 | 100 | % | $ | 1,486,099 | 58.5 | % | ||||||||||||
| Cost of revenues | (3,746,040 | ) | (93.0 | )% | (2,495,740 | ) | (98.2 | )% | (1,250,300 | ) | (50.1 | )% | ||||||||||||
| Gross profit | 281,862 | 7.0 | % | 46,063 | 1.8 | % | 235,799 | 511.9 | % | |||||||||||||||
| Operating expenses | (527,154 | ) | (13.1 | )% | (591,080 | ) | (23.3 | )% | (63,926 | ) | (10.8 | )% | ||||||||||||
| Loss from operations | (245,292 | ) | (6.1 | )% | (545,017 | ) | (21.4 | )% | (299,725 | ) | (55.0 | )% | ||||||||||||
| Other income, net | 66 | (0.0 | )% | 2,142 | 0.1 | % | (2,076 | ) | (96.9 | )% | ||||||||||||||
| Net finance cost | (3,964 | ) | (0.1 | )% | - | - | (3,964 | ) | ||||||||||||||||
| Income tax expense | (9,022 | ) | (0.2 | )% | (2,102 | ) | (0.1 | )% | (6,920 | ) | (329.2 | )% | ||||||||||||
| Net (loss) income | $ | (258,212 | ) | (6.4 | )% | $ | (544,977 | ) | (21.4 | )% | $ | 286,765 | 52.6 | % | ||||||||||
Revenue
Revenue generated from our garment manufacturing business contributed $2,643,560 or 65.6% of our total revenue for the three months ended December 31, 2019. Revenue generated from our garment manufacturing business contributed $731,310 or 28.8% of our total revenue for the three months ended December 31, 2018.
Revenue generated from our logistic business contributed $1,384,342 or 34.4% of our total revenue for the three months ended December 31, 2019. Revenue generated from our logistic business contributed $1,810,493 or 71.2% of our total revenue for the three months ended December 31, 2018.
Total revenue for the three months ended December 31, 2019 and 2018 were $4,027,902 and $2,541,803, respectively, a 58.5% increase compared with the three months ended December 31, 2018. The increase was mainly because the orders were increase mainly due to the increase in garment business as the garment business developed a new client. Holding companies, YX and QYTG did not have consulting service income in the three months ended December 31. 2019.
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Cost of revenue
| Three Months Ended December 31, | Increase (decrease) in | |||||||||||||||||||||||
| 2019 | 2018 | 2019 compared to 2018 | ||||||||||||||||||||||
| (In U.S. dollars, except for percentages) | ||||||||||||||||||||||||
| Net revenue for garment manufacturing | $ | 2,643,560 | 100.0 | % | $ | 731,310 | 100 | % | $ | 1,912,250 | 261.5 | % | ||||||||||||
| Raw materials | 1,946,455 | 73.6 | % | 572,596 | 78.3 | % | 1,373,859 | 239.9 | % | |||||||||||||||
| Labor | 469,268 | 17.8 | % | 62,263 | 8.5 | % | 407,005 | 653.7 | % | |||||||||||||||
| Other and Overhead | 21,934 | 0.8 | % | 27,248 | 3.7 | % | (5,314 | ) | (19.5 | )% | ||||||||||||||
| Total cost of revenue for garment manufacturing | 2,437,657 | 92.2 | % | 662,107 | 90.5 | % | 1,775,550 | 268.2 | % | |||||||||||||||
| Gross profit for garment manufacturing | 205,903 | 7.8 | % | 69,203 | 9.5 | % | 136,700 | 197.5 | % | |||||||||||||||
| Net revenue for logistic service | 1,384,342 | 100 | % | 1,810,493 | 100 | % | (426,151 | ) | (23.5 | )% | ||||||||||||||
| Fuel, toll and other cost of logistic service | 464,583 | 33.5 | % | 862,457 | 47.6 | % | (397,874 | ) | (46.1 | )% | ||||||||||||||
| Subcontracting fees | 843,800 | 61.0 | % | 971,176 | 53.7 | % | (127,376 | ) | (13.1 | )% | ||||||||||||||
| Total cost of revenue for logistic service | 1,308,383 | 94.5 | % | 1,833,633 | 101.3 | % | (525,250 | ) | (28.6 | )% | ||||||||||||||
| Gross Profit (loss) for logistic service | 75,959 | 5.5 | % | (23,140 | ) | (1.3 | )% | 99,099 | (428.3 | )% | ||||||||||||||
| Total cost of revenue | $ | 3,746,040 | 93.0 | % | $ | 2,495,740 | 98.2 | % | $ | 1,250,300 | 50.1 | % | ||||||||||||
| Gross profit | $ | 281,862 | 7.0 | % | $ | 46,063 | 1.8 | % | $ | 235,799 | 511.9 | % | ||||||||||||
Cost of revenue for our manufacturing segment for the three months ended December 31, 2019 and 2018 was $2,437,657 and $662,107, respectively, which includes direct raw material cost, direct labor cost, manufacturing overheads including depreciation of production equipment and rent. Cost of revenue for our service segment for the three months ended December 31, 2019 and 2018 was $1,308,383 and $1,833,633, respectively, which includes gasoline and diesel fuel, toll charges, other cost of logistic service and subcontracting fees.
For our garment manufacturing business, we purchase the majority of our raw materials directly from numerous local fabric and accessories suppliers. Aggregate purchases from our five largest raw material suppliers represented approximately 98.7% and 75.7% of raw materials purchases for the three months ended December 31, 2019 and 2018, respectively. One and two suppliers provided more than 10% of our raw materials purchases for the three months ended December 31, 2019 and 2018. We have not experienced difficulty in obtaining raw materials essential to our business, and we believe we maintain good relationships with our suppliers.
For our logistic business, we outsource some of the business to our contractors. The Company relied on a few subcontractors, in which the subcontracting fees to our largest contractor represented approximately 21.0% and 30.2% of total cost of revenues for our service segment for the three months ended December 31, 2019 and 2018, respectively. The percentage dropped as we used more subcontractors than last year. We have not experienced any disputes with our subcontractor and we believe we maintain good relationships with our contract logistic service provider.
Raw material costs for our manufacturing business were 73.6% of our total manufacturing business revenue in the three months ended December 31, 2019, compared with 78.3% in the three months ended December 31, 2018. The decrease in percentages was mainly due to the purchase cost of the raw materials remained consistent, while the labor costs continued rising.
Labor costs for our manufacturing business were 17.8% of our total manufacturing business revenue in the three months ended December 31, 2019, compared with 8.5% in the three months ended December 31, 2018.
Overhead and other expenses for our manufacturing business accounted for 0.8% of our total manufacturing business revenue for the three months ended December 31, 2019, compared with 3.7% of total manufacturing business revenue for the three months ended December 31, 2018.
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Fuel, toll and other costs for our service business for the three months ended December 31, 2019 were $464,583 compared with $862,457 for the three months ended December 31, 2018. Fuel, toll and other costs for our service business accounted for 33.5% of our total service revenue for the three months ended December 31, 2019, compared with 47.6% for the three months ended December 31, 2018. The decrease in percentages was primarily attributable to increase of use of subcontractors.
Subcontracting fees for our service business for the three months ended December 31, 2019 decreased 13.1% to $843,800 from $971,176 for the three months ended December 31, 2018. Subcontracting fees accounted for 61.0% and 53.7% of our total service business revenue in the three months ended December 31, 2019 and 2018, respectively. This increase in percentages was primarily because the Company subcontracted more shipping orders to subcontractors in 2019 due to the increase in shipping orders with the destination that were not covered by the Company’s own delivery and transportation networks. Moreover, the delivery cost of third-party has raised due to the market condition.
Total cost of revenue for the three months ended December 31, 2019 was $3,746,040, a 50.1% increase from $2,495,740 for the three months ended December 31, 2018. Total cost of sales as a percentage of total sales for the three months ended December 31, 2019 was 93.0%, compared with 98.2% for the three months ended December 31, 2018. Gross margin for the three months ended December 31, 2019 was 7.0% compared with 1.8% for the three months ended December 31, 2018.
Gross profit
| Increase (decrease) in | ||||||||||||||||||||||||
| 2019 | 2018 | 2019 compared to 2018 | ||||||||||||||||||||||
| (In U.S. dollars, except for percentages) | ||||||||||||||||||||||||
| Gross profit | $ | 281,862 | 100 | % | $ | 46,063 | 100 | % | 235,799 | 511.9 | % | |||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Selling expenses | (960 | ) | (0.3 | )% | (4,770 | ) | (10.4 | )% | 3,810 | 79.9 | % | |||||||||||||
| General and administrative expenses | (526,194 | ) | (186.7 | )% | (586,310 | ) | (1,272.8 | )% | 60,116 | 10.3 | % | |||||||||||||
| Total | $ | (527,154 | ) | (187.0 | )% | $ | (591,080 | ) | (1,283.2 | )% | 63,926 | 10.8 | % | |||||||||||
| Loss from operations | $ | (245,292 | ) | (87.0 | )% | $ | (545,017 | ) | (1,183.2 | )% | 299,725 | 55.0 | % | |||||||||||
Manufacturing business gross profit for the three months ended December 31, 2019 was $205,903 compared with $69,203 for the three months ended December 31, 2018. Gross profit accounted for 7.8% of our total manufacturing business revenue for the three months ended December 31, 2019, compared with 9.5% for the three months ended December 31, 2018.
Gross profit in our service business for the three months ended December 31, 2019 was $75,959 and gross margin was 5.5%. Gross loss in our service business for the three months ended December 31, 2018 was $(23,140) and gross margin was (1.3)%.
The decrease in gross margin was mainly due to increase of unit fuel cost and subcontracting fee in the quarter while unit price of service revenue remained mostly the same. Moreover, the portion of fuel cost of empty return trucks and cost of containers were relatively high compared with the slowed down revenue, which made the gross margin decrease as well.
Selling, General and administrative expenses
Our selling expenses in our manufacturing segment for the three months ended December 31, 2019 and 2018 was $960 and $4, 770, respectively. Our selling expenses in our service segment for the three months ended December 31, 2019 and 2018 was $nil and $nil, respectively. Selling expenses consist primarily of local transportation, unloading charges and product inspection charges. Total selling expenses for the three months ended December 31, 2019 decreased 79.9% to $960 from $4, 770 for the three months ended December 31, 2018.
| 9 |
Our general and administrative expenses in our manufacturing segment for the three months ended December 31, 2019 and 2018 was $46,675 and $98,017, respectively. Our general and administrative expenses in our service segment, for the three months ended December 31, 2019 and 2018 was $252,309 and $232,359, respectively. Our general and administrative expenses in our corporate office for the three months ended December 31, 2019 and 2018 was $227,210 and $255,934, respectively. General and administrative expenses consist primarily of administrative salaries, office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that are not directly attributable to our revenues.
Total general and administrative expenses for the three months ended December 31, 2019 decreased 10.3% to $526,194 from $586,310 for the three months ended December 31, 2018. The increase was mainly due to the increase in legal and professional fees to comply with the SEC accounting, disclosure and reporting requirements, new office rental expense, overseas traveling expense and expense of General Meetings.
(Loss) income from operations
Loss from operations for the three months ended December 31, 2019 and 2018 was $245,292 and $545,017, respectively. Income (Loss) from operations of $158,268 and $(33,584) was attributed from our manufacturing segment for the three months ended December 31, 2019 and 2018, respectively. Loss from operations of $(176,350) and $(255,499) was attributed from our service segment for the three months ended December 31, 2019 and 2018, respectively. We incurred a loss from operations in corporate office of $(227,210) and $(255,934) for the three months ended December 31, 2019 and 2018, respectively. The loss from our corporate office was mainly due to increase in legal and professional fees to comply with the SEC accounting, disclosure and reporting requirements.
The outbreak of the virus known as the coronavirus in January 2020 resulted in interruption of both manufacturing business and service business which adversely affected the businesses significantly. We expect to incur further loss in the following quarter ended March 31, 2020. We are evaluating the impact and developing actions plan to minimize the effect and to recover both businesses as soon as possible.
Income Tax Expenses
Income tax expense for the three months ended December 31, 2019 and 2018 was $9,022 and $2,102, respectively, a 329.2% increase compared to 2018. The Company operates in the PRC and files tax returns in the PRC jurisdictions.
Yingxi Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin Islands, is not subject to income taxes.
Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a tax rate of 16.5%. No provision for income taxes in Hong Kong has been made as Yingxi HK had no taxable income for the three months ended December 31, 2019 and 2018.
QYTG and YX were incorporated in the PRC and is subject to the PRC Enterprise Income Tax (EIT) rate is 25%. No provision for income taxes in YX has been made it had no taxable income for the three months ended December 31, 2019 and 2018.
The Company is governed by the Income Tax Laws of the PRC. Yingxi’s operating companies, HSW, HPF, YS and DT were subject to an EIT rate of 25% in 2019. XKJ enjoyed the preferential tax benefits and its EIT rate was 15% in 2019.
The Company’s parent entity, Addentax Group Corp. is an U.S entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the three months ended December 31, 2019 and 2018.
| 10 |
Net Loss
We incurred a net loss of $258,212 and a net loss of $544,977 for the three months ended December 31, 2019 and 2018, respectively. Our basic and diluted earnings per share were $0.00 and $0.00 for the three months ended December 31, 2019 and 2018, respectively.
Results of Operations for the nine months ended December 31, 2019 and 2018
The following tables summarize our results of operations for the nine months ended December 31, 2019 and 2018. The table and the discussion below should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this report.
| Nine Months Ended December 31, | Increase (decrease) in | |||||||||||||||||||||||
| 2019 | 2018 | 2019 compared to 2018 | ||||||||||||||||||||||
| (In U.S. dollars, except for percentages) | ||||||||||||||||||||||||
| Revenue | $ | 8,182,396 | 100.0 | % | $ | 8,108,408 | 100 | % | $ | 73,988 | 0.9 | % | ||||||||||||
| Cost of revenues | (7,221,683 | ) | (88.3 | )% | (7,086,149 | ) | (87.4 | )% | (135,534 | ) | (1.9 | )% | ||||||||||||
| Gross profit | 960,713 | 11.7 | % | 1,022,259 | 12.6 | % | (61,546 | ) | (6.0 | )% | ||||||||||||||
| Operating expenses | (1,869,113 | ) | (22.8 | )% | (1,604,386 | ) | (19.8 | )% | (264,727 | ) | (16.5 | )% | ||||||||||||
| Loss from operations | (908,400 | ) | (11.1 | )% | (582,127 | ) | (7.2 | )% | (326,273 | ) | (56.0 | )% | ||||||||||||
| Other income, net | (10,753 | ) | (0.1 | )% | 19,132 | 0.2 | % | (29,885 | ) | (156.2 | )% | |||||||||||||
| Net finance cost | (16,246 | ) | (0.3 | )% | - | (16,246 | ) | |||||||||||||||||
| Income tax expense | (12,086 | ) | (0.1 | )% | (6,591 | ) | (0.0 | )% | (5,495 | ) | (83.4 | )% | ||||||||||||
| Net (loss) income | $ | (947,485 | ) | (11.6 | )% | $ | (569,586 | ) | (7.0 | )% | $ | (377,899 | ) | (66.3 | )% | |||||||||
Revenue
Revenue generated from our garment manufacturing business contributed $3,517,009 or 43.0% of our total revenue for the nine months ended December 31, 2019. Revenue generated from our garment manufacturing business contributed $2,760,966 or 34.1% of our total revenue for the nine months ended December 31, 2018.
Revenue generated from our logistic business contributed $4,665,387 or 57.0% of our total revenue for the nine months ended December 31, 2019. Revenue generated from our logistic business contributed $5,347,442 or 65.9% of our total revenue for the nine months ended December 31, 2018.
Total revenue for the nine months ended December 31, 2019 and 2018 were $8,182,396 and $8,108,408, respectively, a 0.1% increase compared with the nine months ended December 31, 2018. Holding companies, YX and QYTG did not have consulting service income in the nine months ended December 31, 2019. One of the subsidiaries, HSW, was moving its factories which resulted in a decrease of order accepted.
| 11 |
Cost of revenue
| Nine months Ended December 31, | Increase (decrease) in | |||||||||||||||||||||||
| 2019 | 2018 | 2019 compared to 2018 | ||||||||||||||||||||||
| (In U.S. dollars, except for percentages) | ||||||||||||||||||||||||
| Net revenue for garment manufacturing | $ | 3,517,008 | 100 | % | $ | 2,760,966 | 100 | % | $ | 756,042 | 27.4 | % | ||||||||||||
| Raw materials | 2,551,508 | 72.5 | % | 2,220,433 | 80.4 | % | 331,075 | 14.9 | % | |||||||||||||||
| Labor | 570,181 | 16.2 | % | 243,710 | 8.8 | % | 326,471 | 134.0 | % | |||||||||||||||
| Other and Overhead | 53,992 | 1.5 | % | 57,286 | 2.1 | % | (3,294 | ) | (5.8 | )% | ||||||||||||||
| Total cost of revenue for garment manufacturing | 3,175,681 | 90.3 | % | 2,521,429 | 91.3 | % | 654,252 | 25.9 | % | |||||||||||||||
| Gross profit for garment manufacturing | 341,327 | 9.71 | % | 239,537 | 8.7 | % | 101,790 | 42.5 | % | |||||||||||||||
| Net revenue for logistic service | 4,665,388 | 100 | % | 5,347,442 | 100 | % | (682,054 | ) | (12.8 | )% | ||||||||||||||
| Fuel, toll and other cost of logistic service | 1,385,870 | 29.7 | % | 2,089,404 | 39.1 | % | (703,534 | ) | (33.7 | )% | ||||||||||||||
| Subcontracting fees | 2,660,132 | 57.0 | % | 2,475,316 | 46.3 | % | 184,816 | 7.5 | % | |||||||||||||||
| Total cost of revenue for logistic service | 4,046,002 | 86.7 | % | 4,564,720 | 85.4 | % | (518,718 | ) | (11.4 | )% | ||||||||||||||
| Gross Profit for logistic service | 619,386 | 13.3 | % | 782,722 | 14.6 | % | (163,336 | ) | (20.9 | )% | ||||||||||||||
| Total cost of revenue | $ | 7,221,683 | 88.3 | % | $ | 7,086,149 | 87.4 | % | $ | 135,534 | 1.9 | % | ||||||||||||
| Gross profit | $ | 960,713 | 11.7 | % | $ | 1,022,259 | 12.6 | % | $ | (61,546 | ) | (6.0 | )% | |||||||||||
Cost of revenue for our manufacturing segment for the nine months ended December 31, 2019 and 2018 was $3,175,681 and $2,521,429, respectively, which includes direct raw material cost, direct labor cost, manufacturing overheads including depreciation of production equipment and rent. Cost of revenue for our service segment for the nine months ended December 31, 2019 and 2018 was $4,046,002 and $4,564,720, respectively, which includes gasoline and diesel fuel, toll charges, other cost of logistic service and subcontracting fees.
For our garment manufacturing business, we purchase the majority of our raw materials directly from numerous local fabric and accessories suppliers. Aggregate purchases from our five largest raw material suppliers represented approximately 91.2% and 51.4% of raw materials purchases for the nine months ended December 31, 2019 and 2018, respectively. One supplier provided more than 10% of our raw materials purchases for the nine months ended December 31, 2019 and 2018. We have not experienced difficulty in obtaining raw materials essential to our business, and we believe we maintain good relationships with our suppliers.
For our logistic business, we outsource some of the business to our contractors. The Company relied on a few subcontractors, in which the subcontracting fees to our largest contractor represented approximately 19.3% and 15.2% of total cost of revenues for our service segment for the nine months ended December 31, 2019 and 2018, respectively. The percentage increased as we used more subcontractors than last year . We have not experienced any disputes with our subcontractor and we believe we maintain good relationships with our contract logistic service provider.
Raw material costs for our manufacturing business were 72.5% of our total manufacturing business revenue in the nine months ended December 31, 2019, compared with 80.4% in the nine months ended December 31, 2018. The decrease in percentages was mainly due to the purchase cost of the raw materials remained consistent, while the labor costs continued rising.
Labor costs for our manufacturing business were 16.2% of our total manufacturing business revenue in the nine months ended December 31, 2019, compared with 8.8% in the nine months ended December 31, 2018.
Overhead and other expenses for our manufacturing business accounted for 1.5% of our total manufacturing business revenue for the nine months ended December 31, 2019, compared with 2.1% of total manufacturing business revenue for the nine months ended December 31, 2018.
| 12 |
Fuel, toll and other costs for our service business for the nine months ended December 31, 2019 were $1,385,870 compared with $2,089,404 for the nine months ended December 31, 2018. Fuel, toll and other costs for our service business accounted for 29.7% of our total service revenue for the nine months ended December 31, 2019, compared with 39.1% for the nine months ended December 31, 2018. The decrease in percentages was primarily attributable to increase of use of subcontractors.
Subcontracting fees for our service business for the nine months ended December 31, 2019 increased 7.5% to $2,660,132 from $2,475,316 for the nine months ended December 31, 2018. Subcontracting fees accounted for 57.0% and 46.3% of our total service business revenue in the nine months ended December 31, 2019 and 2018, respectively. This increase in percentages was primarily because the Company subcontracted more shipping orders to subcontractors in 2019 due to the increase in shipping orders with the destination that were not covered by the Company’s own delivery and transportation networks. Moreover, the delivery cost of third-party has raised due to the market condition.
Total cost of revenue for the nine months ended December 31, 2019 was $7,221,683, a 1.9% increase from $7,086,149 for the nine months ended December 31, 2018. Total cost of sales as a percentage of total sales for the nine months ended December 31, 2019 was 88.3%, compared with 87.4% for the nine months ended December 31, 2018. Gross margin for the nine months ended December 31, 2019 was 11.7% compared with 12.6% for the nine months ended December 31, 2018.
Gross profit
| Increase (decrease) in | ||||||||||||||||||||||||
| 2019 | 2018 | 2019 compared to 2018 | ||||||||||||||||||||||
| (In U.S. dollars, except for percentages) | ||||||||||||||||||||||||
| Gross profit | $ | 960,713 | 100 | % | $ | 1,022,259 | 100 | % | (61,546 | ) | (6.0 | )% | ||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Selling expenses | (11,825 | ) | (1.2 | )% | (14,480 | ) | (1.4 | )% | 2,655 | 18.3 | % | |||||||||||||
| General and administrative expenses | (1,857,288 | ) | (193.3 | )% | (1,589,906 | ) | (155.5 | )% | (267,382 | ) | (16.8 | )% | ||||||||||||
| Total | $ | (1,869,113 | ) | (194.6 | )% | $ | (1,604,386 | ) | (156.9 | )% | (264,727 | ) | (16.5 | )% | ||||||||||
| Loss from operations | $ | (908,400 | ) | (94.6 | )% | $ | (582,127 | ) | (56.9 | )% | (326,273 | ) | (56.0 | )% | ||||||||||
Manufacturing business gross profit for the nine months ended December 31, 2019 was $341,327 compared with $239,537 for the nine months ended December 31, 2018. Gross profit accounted for 9.7% of our total manufacturing business revenue for the nine months ended December 31, 2019, compared with 8.7% for the nine months ended December 31, 2018.
Gross profit in our service business for the nine months ended December 31, 2019 was $619,386 and gross margin was 13.3%. Gross profit in our service business for the nine months ended December 31, 2018 was $782,722 and gross margin was 14.6%.
The decrease in gross margin was mainly due to increase of unit fuel cost and subcontracting fee in the third quarter while unit price of service revenue remained mostly the same. Moreover, the portion of fuel cost of empty return trucks and cost of containers were relatively high compared with the slowed down revenue, which made the gross margin decrease as well. In XKJ, service revenue decreased faster than the decrease of cost mainly due to the decrease in logistics service business.
Selling, General and administrative expenses
Our selling expenses in our manufacturing segment for the nine months ended December 31, 2019 and 2018 was $11,826 and $14,480, respectively. Our selling expenses in our service segment for the nine months ended December 31, 2019 and 2018 was $nil and $nil, respectively. Selling expenses consist primarily of local transportation, unloading charges and product inspection charges. Total selling expenses for the nine months ended December 31, 2019 decreased 18.3% to $11,826 from $14,480 for the nine months ended December 31, 2018.
| 13 |
Our general and administrative expenses in our manufacturing segment for the nine months ended December 31, 2019 and 2018 was $141,698 and $237,514, respectively. Our general and administrative expenses in our service segment, for the nine months ended December 31, 2019 and 2018 was $788,021 and $745,431, respectively. Our general and administrative expenses in our corporate office for the nine months ended December 31, 2019 and 2018 was $927,569 and $606,961, respectively. General and administrative expenses consist primarily of administrative salaries, office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that are not directly attributable to our revenues.
Total general and administrative expenses for the nine months ended December 31, 2019 increased 16.8% to $1,857,288 from $1,589,906 for the nine months ended December 31, 2018. The increase was mainly due to the increase in legal and professional fees to comply with the SEC accounting, disclosure and reporting requirements, new office rental expense, overseas travelling expense and expense of General Meetings.
Loss from operations
Loss from operations for the nine months ended December 31, 2019 and 2018 was $908,400 and $582,127, respectively. Income (loss) from operations of $187,803 and $(12,458) was attributed from our manufacturing segment for the nine months ended December 31, 2019 and 2018, respectively. (Loss) income from operations of $(168,634) and $37,292 was attributed from our service segment for the nine months ended December 31, 2019 and 2018, respectively. We incurred a loss from operations in corporate office of $927,569 and $606,961 for the nine months ended December 31, 2019 and 2018, respectively. The loss from our corporate office was mainly due to increase in legal and professional fees to comply with the SEC accounting, disclosure and reporting requirements.
Income Tax Expenses
Income tax expense for the nine months ended December 31, 2019 and 2018 was $12,086 and $6,591, respectively, a 83.4% increase compared to 2018. The Company operates in the PRC and files tax returns in the PRC jurisdictions.
Yingxi Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin Islands, is not subject to income taxes.
Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a tax rate of 16.5%. No provision for income taxes in Hong Kong has been made as Yingxi HK had no taxable income for the nine months ended December 31, 2019 and 2018.
QYTG and YX were incorporated in the PRC and is subject to the PRC Enterprise Income Tax (EIT) rate is 25%. No provision for income taxes in YX has been made it had no taxable income for the nine months ended December 31, 2019 and 2018.
The Company is governed by the Income Tax Laws of the PRC. Yingxi’s operating companies, HSW, HPF, YS and DT were subject to an EIT rate of 25% in 2019. XKJ enjoyed the preferential tax benefits and its EIT rate was 15% in 2019.
The Company’s parent entity, Addentax Group Corp. is an U.S entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the nine months ended December 31, 2019 and 2018.
| 14 |
Net Loss
We incurred a net loss of $947,485 and $569,586 for the nine months ended December 31, 2019 and 2018, respectively. Our basic and diluted earnings per share were $0.00 and $0.00 for the nine months ended December 31, 2019 and 2018, respectively.
Summary of cash flows
Summary cash flows information for the nine months ended December 31, 2019 and 2018 is as follow:
| 2019 | 2018 | |||||||
| (In U.S. dollars) | ||||||||
| Net cash (used in) provided by operating activities | $ | (1,058,936 | ) | $ | 1,083,074 | |||
| Net cash used in investing activities | $ | (94,864 | ) | $ | (91,246 | ) | ||
| Net cash provided by (used in) financing activities | $ | 1,306,400 | $ | (887,410 | ) | |||
Net cash used in operating activities consist of net loss of $947,485, increased by depreciation of $84,277, loss on disposal of property and equipment of $3,323 and reduced by increase in change of operating assets and liabilities of $199,051. We will improve our operating cash flow by closely monitoring the timely collection of accounts and other receivables. We generally do not hold any significant inventory for more than ninety days, as we typically manufacture upon customers’ order.
Net cash used in investing activities consist of purchase of plant and equipment of $94,864.
Net cash provided by financing activities consist of proceeds from bank borrowing of $515,816, repayment of bank borrowing of $372,135, repayment of related party borrowings of $665,323 and we received related party proceeds of $1, 828,042.
Financial Condition, Liquidity and Capital Resources
As of December 31, 2019, we had cash on hand of $424,021, total current assets of $5,164,076 and current liabilities of $9,353,719. We presently finance our operations primarily from cash flows from borrowings from related parties and third parties. We aim to improve our operating cash flows and anticipate that cash flows from our operations and borrowings from related parties and third parties will continue to be our primary source of funds to finance our short-term cash needs.
The growth and development of our business will require a significant amount of additional working capital. We currently have limited financial resources and based on our current operating plan, we will need to raise additional capital in order to continue as a going concern. We currently do not have adequate cash to meet our short or long-term objectives. In the event additional capital is raised, it may have a dilutive effect on our existing stockholders.
We are subject to all the substantial risks inherent in the development of a new business enterprise within an extremely competitive industry. Due to the absence of a long standing operating history and the emerging nature of the markets in which we compete, we anticipate operating losses until we can successfully implement our business strategy, which includes all associated revenue streams. Our revenue model is new and evolving, and we cannot be certain that it will be successful. The potential profitability of this business model is unproven. We may never ever achieve profitable operations. Our future operating results depend on many factors, including demand for our services, the level of competition, and the ability of our officers to manage our business and growth. As a result of the emerging nature of the market in which we compete, we may incur operating losses until such time as we can develop a substantial and stable revenue base. Additional development expenses may delay or negatively impact the ability of the Company to generate profits. Accordingly, we cannot assure you that our business model will be successful or that we can sustain revenue growth, achieve or sustain profitability, or continue as a going concern.
Foreign Currency Translation Risk
Our operations are located in the China, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility in foreign exchange rates between the U.S. dollar and the Chinese Renminbi (“RMB”). All of our sales are in RMB. In the past years, RMB continued to appreciate against the U.S. dollar. As of December 31, 2019, the market foreign exchange rate had decreased to RMB 6.963 to one U.S. dollar. Our financial statements are translated into U.S. dollars using the closing rate method. The balance sheet items are translated into U.S. dollars using the exchange rates at the respective balance sheet dates. The capital and various reserves are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the period. All translation adjustments are included in accumulated other comprehensive income in the statement of equity. The foreign currency translation gain (loss) for the three and nine months ended December 31, 2019 and 2018 was $(50,440), $58,715, $(445) and $123,622, respectively.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of December 31, 2019 that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
| 15 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable to smaller reporting companies.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of December 31, 2019. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.
| 16 |
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2019, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
We did not maintain a sufficient complement of personnel with an appropriate level of knowledge of accounting, experience, and training commensurate with its financial reporting requirements.
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2019 based on criteria established in Internal Control- Integrated Framework issued by COSO.
Changes in Internal Controls over Financial Reporting
There was no change in the Company’s internal control over financial reporting period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Limitations on the Effectiveness of Controls
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows.
| 17 |
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
There is no other information required to be disclosed under this item, which was not previously disclosed.
Exhibit Number |
Description | |
| (31) | Rule 13a-14 (d)/15d-14d) Certifications | |
| 31.1* | Section 302 Certification by the Principal Executive Officer | |
| 31.2* | Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer | |
| (32) | Section 1350 Certifications | |
| 32.1* | Section 906 Certification by the Principal Executive Officer | |
| 32.2* | Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer | |
| 101* | Interactive Data File | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
*Filed herewith.
| 18 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| Addentax Group Corp. | ||
| Date: February 14, 2020 | By: | /s/ Hong Zhida |
| Hong Zhida | ||
| President, Chief Executive Officer and Director, | ||
| (Principal Executive Officer) | ||
| Date: February 14, 2020 | By: | /s/ Huang Chao |
| Huang Chao | ||
| Chief Financial Officer and Treasurer | ||
| (Principal Financial and Accounting Officer) | ||
| 19 |
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Hong Zhida, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Addentax Group Corp.; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 14, 2020
| /s/ Hong Zhida | |
Hong Zhida President, Chief Executive Officer, Secretary and Director (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Huang Chao, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Addentax Group Corp.; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 14, 2020
| /s/ Huang Chao | |
Huang Chao Chief Financial Officer and Treasurer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Hong Zhida, Chief Executive Officer, of Addentax Group Corp., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | the quarterly report on Form 10-Q of Addentax Group Corp. for the period ended December 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Addentax Group Corp. |
| Dated: February 14, 2020 | |
| /s/ Hong Zhida | |
Hong Zhida President, Chief Executive Officer, Secretary and Director (Principal Executive Officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Addentax Group Corp. and will be retained by Addentax Group Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Huang Chao, Chief Financial Officer, of Addentax Group Corp., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | the quarterly report on Form 10-Q of Addentax Group Corp. for the period ended December 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Addentax Group Corp. |
| Dated: February 14, 2020 | |
| /s/ Huang Chao | |
Huang Chao Chief Financial Officer, Treasurer (Principal Financial Officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Addentax Group Corp. and will be retained by Addentax Group Corp. and furnished to the Securities and Exchange Commission or its staff upon request.