BGM Group Ltd 6-K, filed Aug 4, 2023
BGM Group Ltd. (BGM)
About this 6-K
BGM Group Ltd filed this 6-K on August 4, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2023
Commission File Number: 001-39805
Qilian International Holding Group Ltd
Jiuquan Economic and Technological Development Zone
Jiuquan City, Gansu Province, 735000
People’s Republic of China
+86-0937-2689523
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
Qilian International Holding Group Limited (the “Company”) is furnishing this Form 6-K to provide its financial results for the six months ended March 31, 2023.
Exhibits
| Exhibit No. | Description | |
| 99.1 | Qilian International Holding Group Limited Reports Financial Results for the First Six Months of Fiscal Year 2023 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 4, 2023
| Qilian International Holding Group Ltd | ||
| By: | /s/ Zhangchang Xin | |
| Name: | Zhanchang Xin | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Financial Highlights for the Six Months Ended March 31, 2023
| For the Six Months Ended March 31, | ||||||||||||
| 2023 | 2022 | % Change | ||||||||||
| Revenue | $ | 29,163,616 | $ | 32,086,522 | -9 | % | ||||||
| Gross profit | $ | 2,294,746 | $ | 3,502,491 | -34 | % | ||||||
| Gross margin | 7.9 | % | 10.9 | % | -3 | % | ||||||
| Income from operations | $ | 210,631 | $ | 1,227,245 | -83 | % | ||||||
| Net income | $ | 439,380 | $ | 249,681 | 76 | % | ||||||
| Net Income attributable to Qilian International Holding Group Limited (“Qilian International”) | $ | 495,521 | $ | 87,862 | 464 | % | ||||||
| Basic and diluted earnings per share | $ | 0.01 | $ | 0.00 | 464 | % | ||||||
Revenue decreased by 9% year-over-year to $29.2 million for the six months ended March 31, 2023 from $32.1 million for the same period of the prior fiscal year. The revenue demoninated in Renminbi (“RMB”) decreased by 1 million RMB (equvalent to $0.14 million U.S. dollars (“USD”), using the average conversion rate for current period) The decrease in revenue translated in USD is primarily attributable to the depreciation of RMB against USD from an average exchange rate of 1 USD = 6.3712 RMB for the six months ended March 31, 2022 to an average exchange rate of 1 USD = 6.9761 for the six months ended March 31, 2023.
Gross profit decreased by 34% to $2.3 million for the six months ended March 31, 2023 from $3.5 million for the same period of the prior fiscal year. Gross margins were 7.9% and 10.9% for the six months ended March 31, 2023 and 2022, respectively. The decreased gross profit was mainly due to decreased gross margin from heparin products, the sales per unit of which has decreased compared to that in the six months ended March 31, 2022.
Income from operations was $0.2 million for the six months ended March 31, 2023, compared to income from operations of $1.2 million for the same period of the prior fiscal year, due to the decrease of gross profit, offset by the decreased of selling, general and administrative expense of $0.2 million.
Net income was $0.4 million for the six months ended March 31, 2023, compared to the net income of $0.2 million for the same period of the prior fiscal year. The increase was mainly due to the $1.2 million increase in investment income from the change of fair value of marketable securities, offset the $1.0 million decrease in income from operations as described above.
Net income attributable to Qilian International was $0.5 million or earnings per share of $0.01 for the six months ended March 31, 2023, compared to net income attributable to Qilian International of less than $0.1 million or, or earnings per share of $0.00, for the same period of the prior fiscal year. Subsidiaries with non controlling interest owners incurred loss for the six months ended March 31, 2023 compared to income for the same period in the prior year.
Unaudited Financial Results for the Six months ended March 31, 2023
Revenue
For the six months ended March 31, 2023, revenue decreased by $2.9 million, or 9%, to $29.2 million from $32.1 million for the same period of the prior fiscal year.
For the six months ended March 31, 2023, revenue from heparin products decreased by $0.4 million or 4%. The sales price of heparin product decreased from RMB 42.8 per gram for the six month ended March 31, 2022 to RMB 38.8 per gram for the six month ended March 31, 2023. Commence from February 2023, heparin product became one of the centralized procurement medicine by the PRC government which intensified the competition of the product in the market.
For the six months ended March 31, 2023, revenue from oxytetracycline & licorice products increased by $0.3 million or 1.7%. This is a normal fluctuation in our oxytetracycline & licorice products line business and increased sales only accounts for less than 1% of our total sales which is related to slight sales quantity increase in the current period.
Cost of revenue
Cost of revenue decreased by $1.7 million, or 6%, to $26.9 million for the six months ended March 31, 2023 from $28.6 million for the same period of the prior fiscal year. The decrease in cost of sales is primarily attributable to the depreciation RMB against USD, from an average exchange rate of 1 USD = 6.3712 RMB for the six months ended March 31, 2022 to an average exchange rate of 1 USD = 6.9761 for the six months ended March 31, 2023. The cost of revenue denominated in RMB increased by 5.3 million RMB which is discussed in the section “Gross profit” below.
Gross profit
Gross profit decreased by $1.2 million, or 34%, to $2.3 million for the six months ended March 31, 2023 from $3.5 million for the same period of the prior fiscal year, mainly due to the decrease of gross margin of $0.9 million from heparin product and susage casing, $0.5 million from oxytetracycline & Licorice products, partially offset by the increased gross margin of $0.2 million from natural fertilizer. As a result, gross margin percentage decreased to 7.9% for the six months ended March 31, 2023 from 10.9% for the same period of the prior fiscal year.
Gross profit margin for oxytetracycline & Licorice products decreased by 1.8% for the six months ended March 31, 2023 as a result of the increase production cost due to the higher labor cost and utility cost post pandemic, compared to the same period of last year. Gross profit margin for heparin product and susage casing decreased by 6.5% for the six months ended March 31, 2023 as a result of the decreased selling price for heparin product in the current period, compared to the same period of prior year, due to intense price competition of the product in the market, as Chinese government announced centralized procurement of the medicine from beginning of 2023.
Gross profit margin for fertilizer increased by 29% as the Company became one of designated suppliers by Gansu government to provide organic fertilizer for certain soil improvement projects. The sales associated with these projects are $0.3 million, with a gross profit margin over 50%.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $2.1 million for the six months ended March 31, 2023, representing an decrease of approximately $0.2 million, or 9%, from $2.3 million for six months ended March 31, 2022. The decrease was mainly attributable $0.4 million decrease of research and development expense related to developing new products in the oxytetracycline & licorice products line for six months ended March 31, 2022, offset by increase of salary and incentive bonus for our sales force for their post-pandemic sales effort for the six months ended March 31, 2023.
Investment income (loss)
Investment income was $0.2 million for the six months ended March 31, 2023, compared to investment loss of $1.0 million for the same period of the prior fiscal year. Investment income (loss) is driven by the fair value change of the investment in available-for-sale securities.
Net income and net income attributable to Qilian International
Net income was approximately $0.4 million and $0.2 million for the six months ended March 31, 2023 and 2022. After deducting non-controlling interests, net income attributable to Qilian International was approximately $0.5 million for the six months ended March 31, 2023, compared to net income attributable to Qilian International of less than $0.1 million for the same period of the prior fiscal year.
Earnings per share-basic and diluted
After deducting non-controlling interests, earnings per share attributable to the Company was $ 0.01 per basic and diluted share, for the six months ended March 31, 2023, compared to earnings per share of less than $0.01 per basic and diluted share, for the same period of the prior fiscal year.
Weighted average number of shares outstanding was 35,750,000 for the six months ended March 31, 2023, compared to 35,750,000 for the same period of last fiscal year.
Financial Condition
As of March 31, 2023, the Company had cash and cash equivalent of $8.9 million, compared to $14.3 million as of September 30, 2022. Total working capital was $17.9 million as of March 31, 2023, compared to $20.9 million as of September 30, 2022.
Net cash used in operating activities was $0.4 million for the six months ended March 31, 2023, compared to net cash provided by operating activities of $4.2 million for the same period last year. Cash flows from the adjustment made to reconcile net income to net cash provided by (used in) operating actitities decreased by $0.9 million mainly due to the increased unrealized investment gain from marketable securities of $1.2 million. The decrease of cash provided by operating activities was also due to a decrease of $3.9 million in cash inflows from the change in working capital, primarily driven by $1.5 million of increase in cash outflow due to increase in inventory, $1.3 million decrease in cash inflow due to increase in note receivable, $1.6 million decrease in cash inflow due to decrease in note payable, $2.2 million decrease in cash inflow due to increase in account receivable, offset by $1.2 million increase of cash inflow from the decrease of other current assets, $0.8 million decrease of cash outflow from the increase of account payable, and $1.1 million of increase in cash inflow due to the increase in advance from customers.
Net cash used in investing activities was $2.3 million for the six months ended March 31, 2023, compared to net cash used in investing activities $3.5 million for the same period last year. Cash used in investing activities for the six months ended March 31, 2023 includes cash used for purchase of property and equipment of $0.4 million, cash used for purchase of intangible assets of $1.9 million and cash used for purchase of non controlling interest less than $0.1 million. Cash used in investing activities for the six months ended March 31, 2022 includes cash used for purchase of property and equipment of $1.8 million and cash used for purchase of intangible assets of $1.7 million.
Net cash used in financing activities was $2.9 million for the six months ended March 31, 2023, compared to net cash provided by financing activities $3.1 million for the same period of last year. Cash used in financing activities for the six months ended March 31, 2023 includes cash used for repayment of bank loan and bank notes payable of $1.0 million, as well as dividend paid of $1.8 million. Cash provided by financing activities for the six months ended March 31, 2022 include cash proceeds from bank loans of $3.1 million.
About Qilian International Holding Group Limited
Qilian International Holding Group Limited, headquartered in Gansu, China, is a pharmaceutical and chemical products manufacturer in China. It focuses on the development, manufacture, marketing and sale of licorice products, oxytetracycline products, traditional Chinese medicine derivatives product, heparin product, sausage casings, and fertilizers. The Company’s products are sold in more than 20 provinces in China. For more information, visit the company’s website at http://ir.qlsyy.net/.
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy, financial needs and the successful construction of the pig by-product processing project facility. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.
Qilian International Holding Group Limited and Subsidiaries
Condensed Consolidated Balance Sheets
| As of March 31 | As of September 30 | |||||||
2023 (Unaudited) | 2022 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalent | $ | 8,879,727 | $ | 14,319,234 | ||||
| Restricted cash | 834,479 | 659,779 | ||||||
| Accounts receivable, net | 1,583,751 | 815,325 | ||||||
| Bank acceptance notes receivable | 3,792,801 | 2,585,886 | ||||||
| Inventories, net | 10,895,897 | 8,879,486 | ||||||
| Advances to suppliers, net | 948,069 | 1,215,105 | ||||||
| Other current assets | 144,575 | 1,559,174 | ||||||
| TOTAL CURRENT ASSETS | 27,079,299 | 30,033,989 | ||||||
| Property and equipment, net | 10,720,407 | 10,184,029 | ||||||
| Intangible assets, net | 3,679,794 | 1,726,928 | ||||||
| Investment in available-for-sale securities | 19,716,200 | 19,470,400 | ||||||
| Long term investment | 611,031 | 617,570 | ||||||
| Operating lease right of use assets | 75,527 | 86,584 | ||||||
| Deferred tax assets | 83,088 | 212,876 | ||||||
| Prepayments for property and equipment | 2,093,705 | 2,021,330 | ||||||
| Other long term assets | 174,733 | 172,911 | ||||||
| TOTAL ASSETS | 64,233,784 | 64,526,617 | ||||||
| CURRENT LIABILITIES: | ||||||||
| Bank loans | - | 140,578.00 | ||||||
| Accounts payable | 4,392,304 | 5,289,481 | ||||||
| Advance from customers | 2,484,007 | 556,418 | ||||||
| Bank notes payable | 598,839 | 1,531,649 | ||||||
| Deferred government grants-current | 81,604 | 121,542 | ||||||
| Taxes payable | 867,583 | 815,811 | ||||||
| Operating lease liabilities, current | 25,401 | 23,859 | ||||||
| Accrued expenses and other payables | 733,493 | 701,263 | ||||||
| TOTAL CURRENT LIABILITIES | 9,183,231 | 9,180,601 | ||||||
| LONG TERM LIABILITIES | ||||||||
| Operating lease liabilities, noncurrent | 47,699 | 72,537 | ||||||
| Deferred government grants - noncurrent | 267,551 | 309,943 | ||||||
| TOTAL LIABILITIES | 9,498,481 | 9,563,081 | ||||||
| Commitments and contingencies | ||||||||
| EQUITY: | ||||||||
| Ordinary Shares, $0.00166667 par value, 100,000,000 shares authorized, 35,750,000 and 35,750,000 Ordinary Shares issued and outstanding as of March 31, 2023 and September 30, 2022 , respectively | 59,583 | 59,583 | ||||||
| Additional paid-in capital | 36,410,931 | 36,410,931 | ||||||
| Statutory Reserve | 3,249,316 | 3,118,542 | ||||||
| Retained earnings | 14,086,408 | 15,509,177 | ||||||
| Accumulated other comprehensive loss | (960,401 | ) | (2,046,091) | |||||
| Total shareholders’ equity attributable to Qilian International | 52,845,837 | 53,052,142 | ||||||
| Noncontrolling interests | 1,889,466 | 1,911,394 | ||||||
| TOTAL EQUITY | 54,735,303 | 54,963,536 | ||||||
| TOTAL LIABILITIES AND EQUITY | 64,233,784 | 64,526,617 | ||||||
Qilian International Holding Group Limited and Subsidiaries
Condensed Consolidated Statements of Income and Comprehensive Income (unaudited)
| For the six months ended March 31 | ||||||||
| 2023 | 2022 | |||||||
| NET REVENUE | $ | 29,163,616 | $ | 32,086,522 | ||||
| COST OF REVENUE | 26,868,870 | 28,584,031 | ||||||
| GROSS PROFIT | 2,294,746 | 3,502,491 | ||||||
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 2,084,115 | 2,275,246 | ||||||
| INCOME FROM OPERATIONS | 210,631 | 1,227,245 | ||||||
| Other income (expenses) | ||||||||
| Interest income (expense), net | 32,701 | 18,772 | ||||||
| Investment income (loss) | 217,593 | (958,167 | ) | |||||
| Grant income | 96,259 | 59,225 | ||||||
| Other income | 130,450 | 22,759 | ||||||
| Total Other income (expense) | 477,003 | (857,411 | ) | |||||
| INCOME BEFORE INCOME TAX PROVISION | 687,634 | 369,834 | ||||||
| PROVISION FOR INCOME TAXES | 248,254 | 120,153 | ||||||
| NET INCOME | 439,380 | 249,681 | ||||||
| Less: net (loss) income attributable to non-controlling interest | (56,141 | ) | 161,819 | |||||
| NET INCOME ATTRIBUTABLE TO QILIAN INTERNATIONAL HOLDING GROUP LIMITED | $ | 495,521 | $ | 87,862 | ||||
| OTHER COMPREHENSIVE INCOME | ||||||||
| Foreign currency translation adjustment | 1,148,573 | 589,156 | ||||||
| COMPREHENSIVE INCOME | 1,587,953 | 838,837 | ||||||
| Less: comprehensive income attributable to non - controlling interests | 6,741 | 219,732 | ||||||
| COMPREHENSIVE INCOME ATTRIBUTABLE TO QILIAN INTERNATIONAL HOLDING GROUP LIMITED | 1,581,211 | 619,105 | ||||||
| Earnings per common share - basic and diluted | $ | 0.01 | $ | 0.00 | ||||
| Weighted average shares - basic and diluted | 35,750,000 | 35,750,000 | ||||||
Qilian International Holding Group Limited and Subsidiaries
Condensed Consolidated Statements of Cash flows (unaudited)
| For the six months ended March 31 | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net Income | $ | 439,380 | 249,681 | |||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||
| Amortization of the Right-of-use assets | 13,937 | 25,217 | ||||||
| Depreciation and amortization | 205,461 | 542,214 | ||||||
| Provision (reserve) of doubtful accounts | 1,281 | (25,688 | ) | |||||
| Inventory (provision) reserve | 397,039 | (108,861 | ) | |||||
| Deferred tax expense | 135,274 | 82,257 | ||||||
| Unrealized gain (loss) from marketable securities | (245,800 | ) | 988,800 | |||||
| Investment income (loss) | 28,207 | (30,633 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (728,868 | ) | 1,487,728 | |||||
| Bank acceptance notes receivable | (1,096,994 | ) | 224,657 | |||||
| Bank acceptance notes payable | - | 1,657,977 | ||||||
| Inventories | (2,069,096 | ) | (535,184 | ) | ||||
| Advances to suppliers | 305,403 | 654,668 | ||||||
| Other current assets | 1,450,828 | 287,351 | ||||||
| Accounts payable | (1,069,672 | ) | (1,851,881 | ) | ||||
| Advance from customers | 1,877,996 | 712,649 | ||||||
| Advance from customers - related parties | - | (7,795 | ) | |||||
| Deferred government grants | (96,259 | ) | (136,176 | ) | ||||
| Taxes payable | 22,210 | 6,646 | ||||||
| Accrued expenses and other payables | 7,009 | 4,416 | ||||||
| Operating lease liabilities | (26,331 | ) | (40,913 | ) | ||||
| Net cash (used in) provided by operating activities | (448,995 | ) | 4,187,130 | |||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | (350,271 | ) | (1,748,429 | ) | ||||
| Purchase of intangible assets | (1,885,870 | ) | - | |||||
| Prepayment for property and equipment | - | (1,689,933 | ) | |||||
| Purchase of non controlling interest | (28,669 | ) | ||||||
| Net cash used in investing activities | (2,264,810 | ) | (3,438,362 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from bank loans | - | 3,139,126 | ||||||
| Repayment of bank loans | (143,347 | ) | - | |||||
| Proceeds from (Repayment of) bank notes payable | (972,291 | ) | - | |||||
| Dividend paid | (1,787,517 | ) | - | |||||
| Net cash (used in) provided by financing activities | (2,903,155 | ) | 3,139,126 | |||||
| Effect of exchange rate change on cash and cash equivalents and restricted cash | 352,153 | 170,904 | ||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | (5,264,807 | ) | 4,058,798 | |||||
| Cash and cash equivalents and restricted cash at beginning of period | 14,979,013 | 12,607,373 | ||||||
| Cash and cash equivalents and restricted cash at end of period | $ | 9,714,206 | 16,666,171 | |||||
| Supplemental cash flow information | ||||||||
| Cash paid for interest | $ | - | $ | 151,456 | ||||
| Cash paid for income taxes | $ | 26,990 | $ | 140,331 | ||||
| Property and equipment purchase financed by accounts payable | $ | $ | 116,897 | |||||
| Qilian International Holding Group Limited and Subsidiaries | ||||||||||||||||||||||||||||||||||||
| Consolidated Statements of Changes in Equity (unaudited) | ||||||||||||||||||||||||||||||||||||
| Ordinary Shares | Additional Paid-in Capital | Retained Earnings | Statutory Reserve | Accumulated Other Comprehensive Income | Shareholders' Equity | Non-controlling Interests | Total Equity | |||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||
| Balance at September 30, 2021 | 35,750,000 | $ | 59,583 | $ | 36,390,931 | $ | 14,693,905 | $ | 2,857,121 | $ | 857,066 | $ | 54,858,606 | $ | 1,809,852 | $ | 56,668,458 | |||||||||||||||||||
| Net income for the year | 87,862 | 87,862 | 161,819 | 249,681 | ||||||||||||||||||||||||||||||||
| Appropriation for statutory reserve | (217,386 | ) | 217,386 | - | - | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | 531,243 | 531,243 | 57,913 | 589,156 | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2022 | 35,750,000 | $ | 59,583 | $ | 36,390,931 | $ | 14,564,381 | $ | 3,074,507 | $ | 1,388,309 | $ | 55,477,711 | $ | 2,029,584 | $ | 57,507,295 | |||||||||||||||||||
| Balance at September 30, 2022 | 35,750,000 | 59,583 | 36,410,931 | 15,509,177 | 3,118,542 | (2,046,091 | ) | 53,032,142 | 1,911,394 | 54,943,536 | ||||||||||||||||||||||||||
| Net income for the year | 495,521 | 495,521 | (56,141 | ) | 439,380 | |||||||||||||||||||||||||||||||
| Purchase of non controlling interest | (28,669 | ) | (28,669 | ) | ||||||||||||||||||||||||||||||||
| Appropriation for statutory reserve | (130,774 | ) | 130,774 | - | - | |||||||||||||||||||||||||||||||
| Dividend | (1,787,517 | ) | (1,787,517 | ) | (1,787,517 | ) | ||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | 1,085,690 | 1,085,690 | 62,883 | 1,148,573 | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2023 | 35,750,000 | $ | 59,583 | $ | 36,410,931 | $ | 14,086,408 | $ | 3,249,316 | $ | (960,401 | ) | $ | 52,845,837 | $ | 1,889,466 | $ | 54,735,303 | ||||||||||||||||||