UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 20192020

 

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______ to _______

 

Commission File Number: 001-38474

 

Jerash Holdings (US), Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 81-4701719
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)

 

260 East Main Street,277 Fairfield Road, Suite 2706338

Rochester,Fairfield, New York 14604Jersey 07004

(Address of principal executive offices) (Zip Code)

 

(212) 575-9085(214) 906-0065

(Registrant’s telephone number, including area code)

 

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, par value $0.001 per share JRSH The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant;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 for 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. Yes x     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). Yes x     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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

 

Large accelerated filer¨Accelerated filer¨
Non-accelerated filerxSmaller reporting companyx
  Emerging growth companyx

 

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.x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨     No x

 

As of November 11, 2019,10, 2020, there were outstanding 11,325,000 shares of common stock, par value $0.001 per share.share, outstanding.

 

 

 

 

 

Jerash Holdings (US), Inc.

 

Form 10-Q

 

For the Second Quarter and Six MonthsQuarterly Period Ended September 30, 20192020

 

Contents

 

Part IFinancial Information3

 
Item 1Condensed Consolidated Financial Statements (unaudited)3
   
Item 1Financial Statements1
 Condensed Consolidated Balance Sheets as of September 30, 20192020 and March 31, 2019202031
 

Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months Ended September 30, 20192020 and 20182019

42
 

Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended September 30, 20192020 and 20182019

53
 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 20192020 and 20182019

75
 Notes to Condensed Consolidated Financial Statements86
   
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations3324
   
Item 3Quantitative and Qualitative Disclosures about Market Risk4234
   
Item 4Controls and Procedures4334
   
Part IIOther Information4435
   
Item 1Legal Proceedings4435
   
Item 51AOther InformationRisk Factors4435
   
Item 62ExhibitsUnregistered Sales of Equity Securities and Use of Proceeds4435
   
SignatureItem 3Defaults Upon Senior Securities 35
45Item 4Mine Safety Disclosures35
Item 5Other Information35
Item 6Exhibits36
Signature37

 

 

 

JERASH HOLDINGS (US), INC.

PART I - FINANCIAL INFORMATION

 

Item 1.Financial Statements

 

JERASH HOLDINGS (US), INC.,

CONDENSED CONSOLIDATED BALANCE SHEETS

  

 September 30, March 31, 
 2019 2019  September 30, 2020  March 31, 2020 
 (Unaudited)     (Unaudited)    
ASSETS          
Current Assets:             
Cash $23,597,904 $27,182,158  $

27,334,093

  $26,130,411 
Accounts receivable 14,307,200 4,020,369 
Accounts receivable, net  19,924,392   5,335,748 
Inventories 13,050,654 21,074,243   10,304,880   22,633,772 
Prepaid expenses and other current assets 3,603,987 2,630,727   

2,044,054

   2,761,877 
Advance to suppliers  668,001  443,395 
Advance to suppliers, net  2,793,782   2,116,367 
Total Current Assets 55,227,746 55,350,892   62,401,201   58,978,175 
             
Restricted cash 796,876 652,310   786,298   786,298 
Long-term deposits - 810,172   133,727   253,414 
Deferred tax assets 81,461 81,461 
Deferred tax assets, net  139,895   139,895 
Property, plant and equipment, net 5,341,076 2,356,262   5,773,159   6,174,164 
Right of use assets  1,288,159  -   952,900   1,147,090 
Total Assets $62,735,318 $59,251,097  $70,187,180  $67,479,036 
             
LIABILITIES AND EQUITY             
     
Current Liabilities:             
Credit facilities $16,049 $648,711  $932,152  $235 
Accounts payable 1,856,709 3,378,258   4,952,525   6,376,320 
Accrued expenses 2,167,835 1,539,147   2,485,531   2,245,402 
Income tax payable 610,402 1,164,238 
Income tax payable - current  1,771,922   1,088,497 
Other payables 1,309,277 855,527   1,142,369   929,783 
Operating lease liabilities – current  266,862  - 
Operating lease liabilities - current  218,583   210,081 
Total Current Liabilities 6,227,134 7,585,881   11,503,082   10,850,318 
   ��          
Operating lease liabilities – non-current 639,532 - 
Income tax payable – non-current  1,403,087  1,403,087 
Operating lease liabilities - non-current  555,144   649,935 
Income tax payable - non-current  1,094,048   1,227,632 
Total Liabilities  8,269,753  8,988,968   13,152,274   12,727,885 
             
Commitments and Contingencies (See Note 6 and 14)     
Commitments and Contingencies (See Note 15)        
             
Equity:     
Equity        
Preferred stock, $0.001 par value; 500,000 shares authorized; none issued and outstanding - -  $-  $- 
Common stock, $0.001 par value; 30,000,000 shares authorized; 11,325,000 shares issued and outstanding  11,325 11,325   11,325   11,325 
Additional paid-in capital 15,150,722 14,956,767   15,277,176   15,235,025 
Statutory reserve 212,739 212,739   212,739   212,739 
Retained earnings 38,796,470 34,786,735   41,238,636   38,997,177 
Accumulated other comprehensive loss  (10,683)  (14,440)  (8,165)  (8,324)
Total Shareholder's Equity  54,160,573  49,953,126 
Total Jerash Holdings (US), Inc.’s Stockholder’s Equity  56,731,711   54,447,942 
             
Noncontrolling interest  304,992  309,003   303,195   303,209 
Total Equity  54,465,565  50,262,129   57,034,906   54,751,151 
             
Total Liabilities and Equity $62,735,318 $59,251,097  $70,187,180  $67,479,036 

 

The accompanying notes are an integral part of these condensed unaudited condensed consolidated financial statements.

 


JERASH HOLDINGS (US), INC.,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSINCOME AND COMPREHENSIVE INCOME

(UNAUDITED)

  

 For the Three Months
Ended September 30,
 For the Six Months Ended
September 30,
  For the Three Months Ended
September 30,
 For the Six Months Ended
September 30,
 
 2019 2018 2019 2018  2020  2019  2020  2019 
Revenue, net $30,611,119 $33,464,397 $53,138,444 $51,827,482  $27,086,318  $30,611,119  $45,793,073  $53,138,444 
Cost of goods sold  23,308,762  25,115,416  41,323,384  38,818,710   21,203,568   23,308,762   36,858,753   41,323,384 
Gross Profit  7,302,357  8,348,981  11,815,060  13,008,772   5,882,750   7,302,357   8,934,320   11,815,060 
                         
Selling, general and administrative expenses  2,919,920  2,098,442  5,543,602  4,077,082   2,853,679   2,919,920   4,704,506   5,543,602 
Stock-based compensation expenses  193,955  193,954  193,955  3,399,934   -   193,955   42,151   193,955 
Total Operating Expenses  3,113,875  2,292,396  5,737,557  7,477,016   2,853,679   3,113,875   4,746,657   5,737,557 
                         
Income from Operations  4,188,482  6,056,585  6,077,503  5,531,756   3,029,071   4,188,482   4,187,663   6,077,503 
                         
Other Expense:         
Other expense, net  5,059  6,832  9,592  1,252 
Total other expense, net  5,059  6,832  9,592  1,252 
Other Income (Expense):                
Other income (expense), net  62,917   (5,059)  60,178   (9,592)
Total other income (expense), net  62,917   (5,059)  60,178   (9,592)
                         
Net Income before provision for income tax 4,183,423 6,049,753 6,067,911 5,530,504 
Net income before provision for income taxes  3,091,988   4,183,423   4,247,841   6,067,911 
                         
Income tax expense  594,687  1,463,000  929,687  1,829,000   531,896   594,687   873,896   929,687 
                         
Net income 3,588,736 4,586,753 5,138,224 3,701,504 
Net Income  2,560,092   3,588,736   3,373,945   5,138,224 
                         
Net loss attributable to noncontrolling interest  4,011  17  4,011  25   8   4,011   14   4,011 
         
Net income attributable to Jerash Holdings (US), Inc.'s Common Shareholders $3,592,747 $4,586,770 $5,142,235 $3,701,529 
Net income attributable to Jerash Holdings (US), Inc.’s Common Stockholders $2,560,100  $3,592,747  $3,373,959  $5,142,235 
                         
Net Income $3,588,736 $4,586,753 $5,138,224 $3,701,504  $2,560,092  $3,588,736  $3,373,945  $5,138,224 
                
Other Comprehensive Income:                         
Foreign currency translation gain  712   2,946   159   3,757 
Total Comprehensive Income  2,560,804   3,591,682   3,374,104   5,141,981 
Comprehensive income attributable to noncontrolling interest  -   -   -   - 
Comprehensive Income Attributable to Jerash Holdings (US), Inc.’s Common Stockholders $2,560,804  $3,591,682  $3,374,104  $5,141,981 
                         
Foreign currency translation gain  2,946  817  3,757  9,780 
         
Total Comprehensive Income 3,591,682 4,587,570 5,141,981 3,711,284 
Comprehensive (loss) income attributable to noncontrolling interest  -  (17)  -  128 
Comprehensive Income Attributable to Jerash Holdings (US), Inc.'s Common Shareholders $3,591,682 $4,587,587 $5,141,981 $3,711,156 
         
Earnings Per Share Attributable to Common Shareholders:         
Earnings Per Share Attributable to Common Stockholders:                
Basic $0.32 $0.41 $0.45 $0.33  $0.23  $0.32  $0.30  $0.45 
Diluted $0.31 $0.40 $0.45 $0.33  $0.23  $0.31  $0.30  $0.45 
                
Weighted Average Number of Shares                         
Basic  11,325,000  11,325,000  11,325,000  11,074,945   11,325,000   11,325,000   11,325,000   11,325,000 
Diluted  11,507,071  11,380,314  11,496,803  11,230,299   11,329,953   11,507,071   11,330,081   11,496,803 
                
Dividend per share $0.05  $0.05  $0.10  $0.10 

 

The accompanying notes are an integral part of these condensed unaudited condensed consolidated financial statements.

 



JERASH HOLDINGS (US), INC.,

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 and 2018

(UNAUDITED)

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 and 2018

  Preferred Stock  Common Stock  Additional
Paid-in
  Statutory  Retained  Accumulated
Other
Comprehensive
  Noncontrolling  Total 
  Shares  Amount  Shares  Amount  Capital  Reserve  Earnings  Loss  Interest  Equity 
Balance at March 31, 2018  -  $-   9,895,000  $9,895  $2,742,158  $71,699  $30,948,006  $(24,502) $309,604  $34,056,860 
                                         
Common stock issued net of stock issuance costs of $1,387,879  -   -   1,430,000   1,430   8,620,691   -   -   -   -   8,622,121 
Stock-based compensation expense for the stock options issued under stock incentive plan  -   -   -   -   3,399,934   -   -   -   -   3,399,934 
Warrants issued to the underwriter  -   -   -   -   30   -   -   -   -   30 
Net income (loss)  -   -   -   -   -   -   3,701,529   -   (25)  3,701,504 
Foreign currency translation gain  -   -   -   -   -   -   -   9,627   153   9,780 
                                         
Balance at September 30,  2018 (unaudited)  -  $-   11,325,000  $11,325  $14,762,813  $71,699  $34,649,535  $(14,875) $309,732  $49,790,229 
                                         
Balance at March 31, 2019  -  $-   11,325,000  $11,325  $14,956,767  $212,739  $34,786,735  $(14,440) $309,003  $50,262,129 
Stock-based compensation expense for the stock options issued under stock incentive plan  -   -   -   -   193,955   -   -   -   -   193,955 
Net income (loss)  -   -   -   -   -   -   5,142,235   -   (4,011)  5,138,224 
Dividend distribution   -    -    -    -    -    -   (1,132,500)   -    -   (1,132,500)
Foreign currency translation gain  -   -   -   -   -   -   -   3,757   -   3,757 
                                         
Balance at September 30, 2019 (unaudited)  -  $-   11,325,000  $11,325  $15,150,722  $212,739  $38,796,470  $(10,683) $304,992  $54,465,565 

5

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2019 and 2018

 Preferred Stock Common Stock Additional
Paid-in
 Statutory Retained Accumulated
Other
Comprehensive
 Noncontrolling Total                                         
 Shares Amount Shares Amount Capital Reserve Earnings Loss Interest Equity  Preferred Stock Common Stock Additional Paid-in Statutory Retained Accumulated Other Comprehensive Noncontrolling Total 
Balance at June 30, 2018
(unaudited)
 - $- 11,325,000 $11,325 $14,568,859 $71,699 $30,062,765 $(15,692) $309,749 $45,008,705 
                      Shares Amount Shares Amount Capital Reserve Earnings Loss Interest Equity 
Stock-based compensation expense for the stock options issued under stock incentive plan - - - - 193,954 - - - - 193,954 
Net income (loss) - - - - - - 4,586,770 - (17) 4,586,753 
Foreign currency translation gain  -  -  -  -  -  -  -  817  -  817 
Balance at March 31, 2019  -  $      -   11,325,000  $11,325  $14,956,767  $212,739 $34,786,735  $(14,440) $309,003  $50,262,129 
                                                                       
Balance at September 30, 2018 (unaudited)  - $-  11,325,000 $11,325 $14,762,813 $71,699 $34,649,535 $(14,875) $309,732 $49,790,229 
                               
Balance at June 30, 2019 (unaudited) - $- 11,325,000 $11,325 $14,956,767 $212,739 $35,769,973 $(13,629) $309,003 $51,246,178 
Stock-based compensation expense for the stock options issued under stock incentive plan - - - - 193,955 - -  -  - 193,955   -   -   -   -   193,955   -   -   -   -   193,955 
Net income (loss)  - - - - - - 3,592,747 - (4,011) 3,588,736   -   -   -   -   -   -   5,142,235   -   (4,011)  5,138,224 
Dividend distribution - - - - - - (566,250) - - (566,250)  -   -   -   -   -   -   (1,132,500)  -   -   (1,132,500)
Foreign currency translation gain  -  -  -  -  -  -  -  2,946  -  2,946   -   -   -   -   -   -   -   3,757   -   3,757 
                                                                       
Balance at September 30, 2019 (unaudited)  - $-  11,325,000 $11,325 $15,150,722 $212,739 $38,796,470 $(10,683) $304,992 $54,465,565   -  $-   11,325,000  $11,325  $15,150,722  $212,739  $38,796,470  $(10,683) $304,992  $54,465,565 
                                        
Balance at March 31, 2020  -  $-   11,325,000  $11,325  $15,235,025  $212,739  $38,997,177  $(8,324) $303,209  $54,751,151 
                                        
Stock-based compensation expense for the stock options issued under stock incentive plan  -   -   -   -   42,151   -   -   -   -   42,151 
Net income (loss)  -   -   -   -   -   -   3,373,959   -   (14)  3,373,945 
Dividend distribution  -   -   -   -   -   -   (1,132,500)  -   -   (1,132,500)
Foreign currency translation gain  -   -   -   -   -   -   -   159   -   159 
                                        
Balance at September 30, 2020 (unaudited)  -  $-   11,325,000  $11,325  $15,277,176  $212,739  $41,238,636  $(8,165) $303,195  $57,034,906 

  

The accompanying notes are an integral part of these condensed unaudited condensed consolidated financial statements.

 


                                         
  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 
  Preferred Stock  Common Stock  Additional Paid-in  Statutory  Retained  Accumulated Other Comprehensive  Noncontrolling  Total 
  Shares  Amount  Shares  Amount  Capital  Reserve  Earnings  Loss  Interest  Equity 
Balance at June 30, 2019 (unaudited)  -  $   -   11,325,000  $11,325  $14,956,767  $212,739  $35,769,973  $(13,629) $309,003  $51,246,178 
                                         
Stock-based compensation expense for the stock options issued under stock incentive plan  -   -   -   -   193,955   -   -   -   -   193,955 
Net income (loss)  -   -   -   -   -   -   3,592,747   -   (4,011)  3,588,736 
Dividend Distribution  -   -   -   -   -   -   (566,250)  -   -   (566,250)
Foreign currency translation gain  -   -   -   -   -   -   -   2,946   -   2,946 
                                         
Balance at September 30, 2019 (unaudited)  -  $-   11,325,000  $11,325  $15,150,722  $212,739  $38,796,470  $(10,683) $304,992  $54,465,565 

  

JERASH HOLDINGS (US), INC.,

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

  For the Six Months Ended
September 30,
 
  2019  2018 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net income $5,138,224  $3,701,504 
Adjustments to reconcile net income to net cash used in operating activities:        
Depreciation and amortization  724,778   653,542 
Stock-based compensation expense  193,955   3,399,934 
Changes in operating assets:        
Accounts receivable  (10,286,102)  (10,435,721)
Accounts receivable- related party  -   50,040 
Inventories  8,023,021   11,559,013 
Prepaid expenses and other current assets  (1,327,225)  160,848 
Advance to suppliers  (224,590)  1,056,316 
Right of use assets  114,803   - 
Changes in operating liabilities:        
Accounts payable  (1,521,441)  (3,062,764)
Accrued expenses  628,643   (64,450)
Other payables  453,717   186,427 
Operating lease liabilities  2,058   - 
Income tax payable  (553,835)  1,654,000 
Net cash provided by operating activities  1,366,006   8,858,689 
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Purchases of property, plant and equipment  (3,053,472)  (716,728)
Net cash used in investing activities  (3,053,472)  (716,728)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Dividend distribution  (1,132,500)  - 
Repayment from short-term loan  (648,666)  (980,472)
Proceeds from short-term loan  16,049   2,154,297 
Net proceeds from Common stock  -   8,930,300 
Warrants issued to the underwriter  -   30 
Net cash (used in)/ provided by financing activities  (1,765,117)  10,104,155 
         
EFFECT OF EXCHANGE RATE CHANGES ON CASH  12,895   18,726 
         
NET (DECREASE)/ INCREASE IN CASH AND RESTRICTED CASH  (3,439,688)  18,264,842 
         
CASH AND RESTRICTED CASH, BEGINNING OF THE PERIOD  27,834,468   12,196,110 
         
CASH AND RESTRICTED CASH, END OF THE PERIOD $24,394,780  $30,460,952 
         
CASH AND RESTRICTED CASH, END OF THE PERIOD $24,394,780  $30,460,952 
LESS:  NON-CURRENT RESTRICTED CASH  796,876   3,681,308 
CASH, END OF PERIOD $23,597,904  $26,779,644 
         
Supplemental disclosure information:        
Cash paid for interest $5,755  $84,968 
Income tax paid  1,483,507   175,000 
         
Non-cash financing activities        
Warrants issued to underwriters in connection with the IPO $-  $160,732 
Prepaid stock issuance cost netted with proceeds from the IPO $-  $308,179 
Right-of-use assets obtained in exchange for operating lease obligations $1,292,416  $- 
  Preferred Stock  Common Stock  Additional Paid-in  Statutory  Retained  Accumulated Other Comprehensive  Noncontrolling  Total 
  Shares  Amount  Shares  Amount  Capital  Reserve  Earnings  Loss  Interest  Equity 
Balance at June 30, 2020 (unaudited)  -  $   -   11,325,000  $11,325  $15,277,176  $212,739 $39,244,786  $(8,877) $303,203  $55,040,352 
                                         
Net income (loss)  -   -   -   -   -   -   2,560,100   -   (8)  2,560,092 
Dividend distribution  -   -   -   -   -   -   (566,250)  -   -   (566,250)
Foreign currency translation gain  -   -   -   -   -   -   -   712   -   712 
                                         
Balance at September 30, 2020 (unaudited)  -  $-   11,325,000  $11,325  $15,277,176  $212,739  $41,238,636  $(8,165) $303,195  $57,034,906 

                                            

The accompanying notes are an integral part of these condensed unaudited condensed consolidated financial statements.

  



JERASH HOLDINGS (US), INC.,

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

  For the Six Months Ended
September 30,
 
  2020  2019 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net Income $3,373,945  $5,138,224 
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation and amortization  829,285   724,778 
Stock-based compensation expenses  42,151   193,955 
Bad debt expense  58,563   - 
Amortization of operating lease right-of-use assets  365,478   114,803 
Changes in operating assets:        
Accounts receivable  (14,588,644)  (10,286,102)
Inventories  12,328,893   8,023,021 
Prepaid expenses and other current assets  

659,257

   (1,327,225)
Advance to suppliers  (677,415)  (224,590)
Changes in operating liabilities:        
Accounts payable  (1,423,796)  (1,521,441)
Accrued expenses  240,129   628,643 
Other payables  212,586   453,717 
Operating lease liabilities  (257,577)  2,058 
Income tax payable  550,033   (553,835)
Net cash provided by operating activities  

1,712,888

   1,366,006 
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Purchases of property, plant and equipment  (428,280)  (3,053,472)
Long-term assets  119,687   - 
Net cash used in investing activities  (308,593)  (3,053,472)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Dividend distribution  (1,132,500)  (1,132,500)
Repayment from short-term loan  (235)  (648,666)
Proceeds from short-term loan  932,152   16,049 
Net cash used in financing activities  (200,583)  (1,765,117)
         
EFFECT OF EXCHANGE RATE CHANGES ON CASH  (30)  12,895 
         
NET INCREASE (DECREASE) IN CASH  

1,203,682

   (3,439,688)
         
CASH, AND RESTRICTED CASH, BEGINNING OF THE PERIOD  26,916,709   27,834,468 
         
CASH, AND RESTRICTED CASH, END OF THE PERIOD $

28,120,391

  $24,394,780 
         
CASH AND RESTRICTED CASH, END OF PERIOD  

28,120,391

   24,394,780 
LESS: NON-CURRENT RESTRICTED CASH  786,298   796,876 
CASH, END OF PERIOD $

27,334,093

  $23,597,904 
         
Supplemental disclosure information:        
Cash paid for interest $-  $5,755 
Income tax paid $347,689  $1,483,507 
         
Non-cash financing activities        
Right of use assets obtained in exchange for operating lease obligations $172,413  $1,292,416 

The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.


JERASH HOLDINGS (US), INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Jerash Holdings (US), Inc. (“Jerash Holdings”) is a corporation establishedincorporated under the laws of the State of Delaware on January 20, 2016.

Jerash Holdings is a parent holding company with no operations. Jerash Holdings, and its subsidiaries and Variable Interest Entity (“VIE”) are herein collectively referred to as the “Company.”

 

Jerash Garments and Fashions Manufacturing Company Limited (“Jerash Garments”) is a wholly owned subsidiary of Jerash Holdings and was established in Amman, the Hashemite Kingdom of Jordan (“Jordan”), as a limited liability company on November 26, 2000 with a declared capital of 150,000 Jordanian Dinar (“JOD”) (approximately US$212,000) as of September 30, 2019.2020.

  

Jerash for Industrial Embroidery Company (“Jerash Embroidery”) and Chinese Garments and Fashions Manufacturing Company Limited (“Chinese Garments”) were both incorporated in Amman, Jordan, as limited liability companies on March 11, 2013 and June 13, 2013, respectively, each with a declared capital of JOD 50,000JOD50,000 as of September 30, 2019.2020. Jerash Embroidery and Chinese Garments are wholly owned subsidiaries of Jerash Garments.

 

Al-Mutafaweq Co. for Garments Manufacturing Ltd. (“Paramount”), was a contract garment manufacturer that was incorporated in Amman, Jordan, as a limited liability company on October 24, 2004 with a declared capital of JOD100,000. On December 11, 2018, Jerash Garments and the sole stockholder of Paramount entered into an agreement pursuant to which Jerash Garments acquired all of the outstanding shares of stock of Paramount. The CompanyJerash Garments assumed ownership of all of the machinery and equipment owned by Paramount. Paramount had no other significant assets or liabilities and no operating activities or employees at the time of this acquisition, so this transaction was accounted for as an asset acquisition. As of June 18, 2019, Paramount became a subsidiary of Jerash Garments.

 

Jerash the First for Medical Supplies Manufacturing Company Limited (“Jerash the First”) was incorporated in Amman, Jordan, as a limited liability company on July 6, 2020, with a registered capital of JOD150,000. Jerash the First is engaged in the production of medical supplies in Jordan and is a wholly owned subsidiary of Jerash Garments.

Treasure Success International Limited (“Treasure Success”) was incorporated on July 5, 2016 in Hong Kong, China, for the primary purpose to employof employing staff from China to support Jerash Garments'Garments’ operations and is a wholly-owned subsidiary of Jerash Holdings.

  

Victory Apparel (Jordan) Manufacturing Company Limited (“Victory Apparel”) was incorporated as a limited liability company in Amman, Jordan, on September 18, 2005 with a declared capital of JOD 50,000.JOD50,000. Victory Apparel has no significant assets or liabilities or other operating activities of its own.

8

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS(Continued)

Although Jerash Garments does not own the equity interest of Victory Apparel, ourthe Company’s president, director, and significant shareholder,stockholder, Mr. Choi Lin Hung (“Mr. Choi”), is also a director of Victory Apparel and controls all decision-making for Victory Apparel along with our otheranother significant shareholder,stockholder of Jerash Garments, Mr. Lee Kian Tjiauw (“Mr. Lee”), who havehas the ability to control Victory Apparel’s financial affairs. In addition, Victory Apparel'sApparel’s equity at risk is not sufficient to permit it to operate without additional subordinated financial support from Mr. Choi.Jerash Garments. Based on these facts, wethe Company concluded that Jerash Garments has effective control over Victory Apparel due to Mr. Choi’s roles at both organizations and therefore Victory Apparel is considered a Variable Interest Entity (“VIE”)VIE under Accounting Standards Codification (“ASC”) 810-10-05-08A. Accordingly, Jerash Garments consolidates Victory Apparel’s operating results, assets, and liabilities.

 

On August 28, 2019, Jiangmen Treasure Success Business Consultancy Company Limited (“Jiangmen Treasure Success”) was incorporated on August 28, 2019 under the laws of the People’s Republic of China (“China”) in Guangzhou City of Guangdong Province in China with a total registered capital of HKD 3 million Hong Kong Dollars (“HKD”) (approximately $385,000) to provide support in sales and marketing, sample development, merchandising, procurement, and other functions. One of the Company’s subsidiaries,areas. Treasure Success owns 100% of the equity interests in Jiangmen Treasure Success. Jiangmen Treasure Success has had no operations since its inception.

 

Jerash Holdings, its subsidiaries and VIE (herein collectively referred to as the “Company”) areThe Company is engaged in the manufacturing and exporting of customized, ready-made sport and outerwear from knitted fabric and exporting produced apparel for large brand-name retailers. The Company intends to diversifyin its range of products to include additional pieces such as trousers and urban styling outerwear using different types of natural and synthetic materials. The Company also plans to expand its workforcefacilities in Jordan with workers fromand sold in the United States, Jordan, and other countries, including Bangladesh, Sri Lanka, India, Myanmar and Nepal.countries. 

 

9

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Principles of Consolidation

 

The Company’s unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”(the “SEC”). Certain information and footnote disclosures, which are normally included in annual financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the fiscal year ended March 31, 2019.

 

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair presentation of the Company's financial position as of September 30, 2019, its results of operations and its cash flows for each of the six months ended September 30, 2019 and 2018, as applicable, have been made. The unaudited interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

Principles of Consolidation

 

The unaudited condensed consolidated financial statements include the financial statements of Jerash Holdings, and its subsidiaries and VIE.

All significant intercompany balances and transactions have been eliminated in consolidation.

 

In accordance with accounting standards regarding the consolidation of variable interest entities, VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs with which the Companya company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIEs. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.

As described in Note 1, management of the Company has concluded that Victory Apparel is a The Company’s VIE, and that Jerash Garments is considered the primary beneficiary because Mr. Choi, the Company’s president, director, and significant stockholder absorbs the risks and rewards of Victory Apparel; therefore, the Company consolidates Victory Apparel for financial reporting purposes. Noncontrolling interests result from the consolidation of Victory Apparel, which is 100% owned by Wealth Choice Limited.

As of September 30 and March 31, 2019, the total assets of Victory Apparel were $1,299 and $1,316, respectively, and Victory Apparel had no liabilities as of September 30 and March 31, 2019. These amounts are included in the Company’s consolidated balance sheets after elimination of intercompany transactions and balances. Victory Apparel, was inactive for the six months ended September 30, 2019.2020, and the net assets of the VIE were approximately $0.3 million as of each of September 30, 2020 and March 31, 2020.

 

10

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Use of Estimates

 

The preparation of the unaudited condensed consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenuesrevenue and expenses during the reporting period. The Company’s most significant estimates include allowance for doubtful accounts, valuation of inventory reserve, useful lives of buildings and other property, and the measurement of stock-based compensation expense.expenses. Actual results could differ from these estimates.

 

Cash

 

The Company considers all highly liquid investment instruments with an original maturity of three months or less from the original date of purchase to be cash equivalents. As of September 30, 2019,2020, and March 31, 2019,2020, the Company had no cash equivalents.

 

Restricted Cash

 

Restricted cash consists of cash used as security deposits to obtain credit facilities of the Company from a bank and to secure customcustoms clearance under the requirements of local regulations. The Company is required to keep certain amounts on deposit that are subject to withdrawal restrictions. These security deposits at the bank are refundable only when the bank facilities are terminated. The restricted cash is classified as a non-current asset since the Company has no intention to terminate these bank facilities within one year.

   

Short-term Investments

The Company’s short-term investments consist of financial products purchased from banks. The bank invests the Company’s funds in certain financial instruments including money market funds, bonds, and mutual funds, with an expected annual return of 5%. The carrying values of the Company’s short-term investments approximate fair value because of their liquidity. The gain and interest earned are recognized in the consolidated statements of operations and comprehensive income (loss) over the contractual terms of these investments. The Company exited the investment before September 30, 2020.

The Company had short-term investments of $Nil and $Nil as of September 30, 2020 and 2019, respectively. The Company recorded a realized gain of $64,692 and $Nil for the six months ended September 30, 2020 and 2019, respectively.


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounts Receivable

 

Accounts receivable are recognized and carried at original invoiced amount less an estimated allowance for uncollectible accounts. The Company usually grants creditextended payment terms to customers with good credit standing for a maximum of 90 days and determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collection trends. The Company establishes a provision for doubtful receivables when there is objective evidence that the Company may not be able to collect amounts due. The allowance is based on management'smanagement’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The provision is recorded against accounts receivablesreceivable balances, with a corresponding charge recorded in the unaudited condensed consolidated statements of income and comprehensive income. Actual amounts received may differ from management'smanagement’s estimate of credit worthiness and the economic environment. Delinquent account balances are written off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. NoAn allowance was considered necessaryrecorded totaling $45,167 and $4,641 as of September 30, 20192020 and March 31, 2019.

11

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)2020, respectively.

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value. Inventories include cost of raw materials, freight, direct labor, and related production overhead. The cost of inventories is determined using the First in, First out (“FIFO”)First-out method. The Company periodically reviews its inventories for excess or slow-moving items and makes provisions as necessary to properly reflect inventory value.

 

Advance to Suppliers

Advance to suppliers consists of balances paid to suppliers for services or materials purchased that have not been provided or received. Advance to suppliers for services and materials is short term in nature. Advance to Suppliers is reviewed periodically to determine whether its carrying value has become impaired. The Company considers the assets to be impaired if the collectability of the advance becomes doubtful. The Company uses the aging method to estimate the allowance for uncollectible balances. In addition, at each reporting date, the Company generally determines the adequacy of allowance for doubtful accounts by evaluating all available information, and then records specific allowances for those advances based on the specific facts and circumstances. Allowance was $13,396 and $2,000 as of September 30, 2020 and March 31, 2020 respectively.

Property, Plant and Equipment

 

Property, plant and equipment are recorded at cost, reduced by accumulated depreciation and amortization. Depreciation and amortization expense related to property, plant and equipment is computed using the straight-line method based on estimated useful lives of the assets, or in the case of leasehold improvements, the shorter of the initial lease term or the estimated useful life of the improvements. The useful life and depreciation method are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from items of property, plant and equipment. The estimated useful lives of depreciation and amortization of the principal classes of assets are as follows:

 

 Useful life
LandInfinite
Property and buildings15 years
Equipment and machinery3-5 years
Office and electronic equipment3-5 years
Automobiles5 years
Leasehold improvementsLesser of useful life and lease term

 

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation or amortization of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the unaudited condensed consolidated statements of income and comprehensive income.

 


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of Long-Lived Assets

 

The Company assesses its long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Factors which may indicate potential impairment include a significant underperformance relative to the historical or projected future operating results or a significant negative industry or economic trend. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by that asset. If impairment is indicated, a loss is recognized for any excess of the carrying value over the estimated fair value of the asset. The fair value is estimated based on the discounted future cash flows or comparable market values, if available. The Company did not record any impairment loss during the six months ended September 30, 20192020 and 2018.2019.

  

12

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Revenue Recognition

 

Substantially all of the Company’s revenue is derived from product sales, which consist of sales of the Company’s customized ready-made outerwear for large brand-name retailers.retailers and personal protective equipment. The Company considers purchase orders to be a contract with a customer. Contracts with customers are considered to be short-termshort term when the time between order confirmation and satisfaction of the performance obligations is equal to or less than one year, and virtually all of the Company’s contracts are short-term.short term. The Company recognizes revenue for the transfer of promised goods to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. The Company typically satisfies its performance obligations in contracts with customers upon shipment of the goods. Generally, payment is due from customers within 30seven to 60150 days of the invoice date, and the contracts do not have significant financing components. Shipping and handling costs associated with outbound freight are not an obligation of the Company. Returns and allowances are not a significant aspect of the revenue recognition process as historically they have been immaterial.

 

13

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Revenue Recognition(Continued)The Company also derives revenue rendering cutting and making services to other apparel vendors who subcontract orders to the Company, and the revenue is recognized when the service is rendered.

 

All of the Company’s contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per unit. All estimates are based on the Company'sCompany’s historical experience, complete satisfaction of the performance obligation, and the Company'sCompany’s best judgment at the time the estimate is made. Historically, sales returns have not significantly impacted the Company’s revenue.

 

The Company does not have any contract assets are recordedsince the Company has an unconditional right to consideration when the Company has satisfied its performance obligation and payment from customers is not contingent on the unaudited condensed consolidated balance sheet as accounts receivable as of September 30, 2019 and March 31, 2019.a future event. For the six months ended September 30, 20192020 and 2018,2019, there was no revenue recognized from performance obligations related to prior periods. As of September 30, 2019,2020, there was no revenue expected to be recognized in any future periods related to remaining performance obligations.

 

The Company has one revenue generating reportable geographic segment under ASC Topic 280 “Segment Reporting” and derives its sales primarily from its sales of customized ready-made outerwear. The Company believes disaggregation of revenue by geographic region best depicts the nature, amount, timing, and uncertainty of its revenue and cash flows (see Note 13)“Note 14—Segment Reporting”).

 

Shipping and Handling

 

Proceeds collected from customers for shipping and handling costs are included in revenues.revenue. Shipping and handling costs are expensed as incurred and are included in operating expenses, as a part of selling, general and administrative expenses. Total shipping and handling expenses were $292,354$360,217 and $281,270$292,354 for the three months ended September 30, 20192020 and 2018,2019, respectively. Total shipping and handling expenses were $501,136$544,130 and $416,152$501,136 for the six months ended September 30, 20192020 and 2018,2019, respectively.

 

14


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

 

Income Taxes

The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled. Jerash Holdings is incorporated in the State of Delaware and is subject to federal income tax in the United States of America. Treasure Success is registered in Hong Kong and has no operating profit. Jiangmen Treasure Success is incorporated in China and is subject to corporate income tax in China. Jerash Garments, Jerash Embroidery, Chinese Garments, Paramount, Jerash the First, and Victory Apparel are subject to income tax in Jordan, unless an exemption is granted. The corporate income tax rate is 14% for the businesses classified within the industrial sector. In accordance with the Investment Encouragement Law, Jerash Garments’ export sales to overseas customers were entitled to a 100% income tax exemption for a period of 10 years commencing on the first day of production. This exemption had been extended for five years until December 31, 2018. Effective January 1, 2019, the Jordanian government changed some features of its tax incentive programs and Jerash Garments and its subsidiaries and VIE are now qualified for incentives applicable to an industrial park that houses manufacturing operations in Jordan (“Development Zone”), a change from the previous incentive program relating to Qualifying Industrial Zone. In accordance with Development Zone law, Jerash Garments and its subsidiaries and VIE were subject to corporate income tax in Jordan at a rate of 10% plus a 1% social contribution. Effective January 1, 2020, that rate increased to 14% plus a 1% social contribution.

Jerash Garments and its subsidiaries and VIE are subject to local sales tax of 16% on purchases. Jerash Garments was granted a sales tax exemption from the Jordanian Investment Commission for the period from June 1, 2015 to June 1, 2018 that allowed Jerash Garments to make purchases with no sales tax charge. This exemption has been extended to February 5, 2021.

 

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes,” which requires the Company to use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between financial statement carrying amounts and the tax bases of existing assets and liabilities and operating loss and tax credit carry forwards. Under this accounting standard, the effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all of, a deferred tax asset will not be realized. Deferred income taxes were immaterial as of September 30, 2019 and March 31, 2019.

 

ASC 740 clarifies the accounting for uncertainty in tax positions. This interpretation requires that an entity recognize in its financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of income and comprehensive income. No significant uncertainty in tax positions relating to income taxes were incurred during the six months ended September 30, 20192020 and 2018.2019.

 

Foreign Currency Translation

 

The reporting currency of the Company is the U.S. dollar and the(“US$” or “$”). The Company uses the Jordanian Dinar (“JOD”)JOD as its functional currency exceptin Jordanian companies, HKD in Treasure Success, which uses the Hong Kong Dollarand Chinese Yuan (“HKD”CNY”) in Jiangmen Treasure Success as its functional currency.currency of each abovementioned entity. The assets and liabilities of the Company have been translated into U.S. dollarsUS$ using the exchange rates in effect at the balance sheet date, equity accounts have been translated at historical rates, and revenue and expenses have been translated into U.S. dollarsUS$ using average exchange rates in effect during the reporting period. Cash flows are also translated at average translation rates for the periods, therefore,periods. Therefore, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income or loss. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

 

15


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Foreign Currency Translation (Continued)

 

The value of JOD against US$ and other currencies may fluctuate and is affected by, among other things, changes in Jordan’s political and economic conditions. Any significant revaluation of JOD may materially affect the Company’s financial condition in terms of US$ reporting. The following table outlines the currency exchange rates that were used in creating the unaudited condensed consolidated financial statements in this report:

 

  September 30, 2019
2020
 March 31, 2019
2020
Period-end spot rate US$1=JOD 0.7090JOD0.7090 US$1=JOD 0.7090JOD0.7090
  US$1=HKD 7.8370HKD7.7501 US$1=HKD 7.8500HKD7.7529
US$1=CNY6.8033US$1=CNY7.0896
Average rate US$1=JOD 0.7090JOD0.7090 US$1=JOD 0.7091JOD0.7090
  US$1=HKD 7.8370HKD7.7510 US$1=HKD 7.8420HKD7.8163
US$1=CNY7.0012US$1=CNY6.9642

 

Stock-Based Compensation

 

The Company measures compensation expense for stock-based awards to non-employee contractors and directors based upon the awards’ initial grant-date fair value. The estimated grant-date fair value of the award is recognized as expense over the requisite service period using the straight-line method.

 

The Company estimates the fair value of stock options and warrants using a Black-Scholes model. This model is affected by the Company'sCompany’s stock price on the date of the grant as well as assumptions regarding a number of highly complex and subjective variables. These variables include the expected term of the option, expected risk-free rates of return, the expected volatility of the Company'sCompany’s common stock, and expected dividend yield, each of which is more fully described below. The assumptions for expected term and expected volatility are the two assumptions that significantly affect the grant date fair value.

 

·Expected Term: the expected term of a warrant or a stocksock option is the period of time that the warrant or stock option is expected to be outstanding.

 

·Risk-free Interest Rate: the Company bases the risk-free interest rate used in the Black-Scholes model on the implied yield at the grant date of the U.S. Treasury zero-coupon issueissued with an equivalent term to the stock-basedshare-based award being valued. Where the expected term of a stock-based award does not correspond with the term for which a zero-coupon interest rate is quoted, the Company'sCompany uses the nearest interest rate from the available maturities.

 

·Expected Stock Price Volatility: the Company utilizes comparable public company volatility over the same period of time as the life of the warrant or stock option.

 

 16

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

·Dividend Yield: Until November 2018, the Board of Directors had not declared, and the company had not yet paid, and dividends. Accordingly, stock-basedStock-based compensation awards granted prior to November 2018 assumed no dividend yield, while any subsequent stock-based compensation awards will beare valued using the anticipated dividend yield.

 

Earnings per Share

 

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS (See Note 12)“Note 13—Earnings per Share”).

 


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Comprehensive Income

 

Comprehensive income consists of two components, net income and other comprehensive income. The foreign currency translation gain or loss resulting from translation of the financial statements expressed in JOD or HKD or CNY to U.S. DollarsUS$ is reported in other comprehensive income in the unaudited condensed consolidated statements of income and comprehensive income.

 

Fair Value of Financial Instruments

 

ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

·Level 1 - Quoted prices in active markets for identical assets and liabilities.

 

·Level 2 - Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

·Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

 

The Company considers the recorded value of its financial assets and liabilities, which consist primarily of cash, including restricted cash, accounts receivable, other receivables, due from related parties, due from shareholders,credit facilities, accounts payable, accrued expenses, income tax payable, other payables, and short-term loanoperating lease liabilities to approximate the fair value of the respective assets and liabilities at September 30, 20192020 and March 31, 20192020 based upon the short-term nature of these assets and liabilities.

 

17

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Concentrations and Credit Risk

 

Credit risk

 

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of September 30, 20192020, and March 31, 2019, $6,534,1512020, respectively, $8,678,214 and $7,121,161, respectively,$6,894,641 of the Company’s cash was on deposit at financial institutions in Jordan, where there currently is no rule or regulation requiring such financial institutions to maintain insurance to cover bank deposits in the event of bank failure. As of September 30, 20192020 and March 31, 2019, $17,767,8852020, respectively, $9,941 and $20,614,581,$125,830 of the Company’s cash was on deposit at financial institutions in China, where there currently is no rule or regulation requiring such financial institutions to maintain insurance to cover bank deposits in the event of bank failure. As of September 30, 2020 and March 31, 2020, respectively, $19,358,851 and $19,847,852 of the Company’s cash was on deposit at financial institutions in Hong Kong, which are insured by the Hong Kong Deposit Protection Board subject to certain limitations. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness. As of September 30, 20192020 and March 31, 2019, $92,7442020, respectively, $73,385 and $98,726, respectively,$48,386 of the Company’s cash was on deposit in the United States and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.

 

Accounts receivable are typically unsecured and derived from revenue earned from customers, and therefore are exposed to credit risk.

The risk is mitigated by the Company'sCompany’s assessment of its customers'customers’ creditworthiness and its ongoing monitoring of outstanding balances.

 


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentrations and Credit Risk (Continued)

Customer and vendor concentration risk

 

The Company’s sales are made primarily in the United States. Its operating results could be adversely affected by U.S. government policypolicies on exporting business, foreign exchange rate fluctuations, and change ofchanges in local market conditions. The Company has a concentration of its revenuesrevenue and purchases with specific customers and suppliers. For the three months ended September 30, 2020 and 2019, one end-customer accounted for 74% and 87% of the Company’s total revenue. For the three months ended September 2018, two end-customers accounted for 78% and 11% of total revenue.revenue, respectively. For the six months ended September 30, 20192020 and 2018, one end-customer accounted for 91% and 83%, respectively, of total revenue. As of September 30, 2019 and March 31, 2019, one end-customer accounted for 81%76% and 96%91% of the Company’s total revenue, respectively. As of September 30, 2020, one end-customers accounted for 78% of the Company’s total accounts receivable balance. As of March 31, 2020, four end-customers accounted for 42%, 20%, 20%, and 14% of the Company’s total accounts receivable balance, respectively.

 

For the three months ended September 30, 2020, the Company purchased approximately 20% of its garments from one major supplier. For the six months ended September 30, 2020, the Company purchased approximately 12% of its garments from one major supplier. For the three months ended September 30, 2019, the Company purchased approximately 18% and 13% of its raw materials from two major suppliers.suppliers, respectively. For the six months ended September 30, 2019, the Company purchased approximately 24% and 11% of its raw materials from two major suppliers. For the three months ended September 30, 2018, the Company purchased approximately 14% and 11% of its raw materials from two major suppliers. For the six months ended September 30, 2018, the Company purchased approximately 19% and 13% of its raw materials from two major suppliers.suppliers, respectively. As of September 30, 2019,2020, accounts payable to the Company’s one major suppliers accounted for 47% of the total accounts payable balance. As of March 31, 2020, accounts payable to the Company’s three major suppliers accounted for 25%39%, 14%16%, and 10% of the total accounts payable balance. As of March 31, 2019, accounts payable to these three major suppliers separately accounted for 40%, 20% and 14% of the total accounts payable balance.balance, respectively.

 

A loss of any of these customers or suppliers could adversely affect the operating results or cash flows of the Company.

18

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Risks and Uncertainties

 

The principal operations of the Company are located in Jordan. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in Jordan, as well as by the general state of the Jordanian economy. The Company’s operations in Jordan are subject to special considerations and significant risks not typically associated with companies in North America. 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, regulatory, and social conditions in Jordan. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, this may not be indicative of future results.

The spread of COVID-19 around the world since March 2020 has caused significant volatility in U.S. and international markets. The Company’s sales declined in the first half of fiscal 2021. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and international economies. Based on the assessment of the current economic environment, customer demand, and sales trend, and the negative impact from the prolonged COVID-19 outbreak and spread, the Company’s revenue and operating cash flows may be lower than expected for fiscal year 2021.

 

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

 

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

 

19

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS(Continued)

New Accounting Pronouncements Recently Adopted

The Company adopted ASU No. 2016-02—Leases (Topic 842), as of April 1, 2019, using a modified retrospective transition method permitted under ASU No. 2018-11. This transition approach provides a method for recording existing leases only at the date of adoption and does not require previously reported balances to be adjusted. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. Adoption of the new standard resulted in the recording of additional lease assets and lease liabilities of approximately $1.3 million and $0.9 million, respectively, as of April 1, 2019. The standard did not materially impact consolidated net earnings and had no impact on cash flows. (See Note 6).

New Accounting Pronouncements Recently Not Adopted

In JuneSeptember 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. This ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of the Company’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. This ASU is effective for interim and annual periods beginning after December 15, 2019. For all other entities, this guidance and its amendments will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. As an emerging growth company, the Company plans to adopt this guidance effective April 1, 2023. The Company is currently evaluating the impact of adopting ASU 2016-13 on its consolidated financial statements. 


NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to simplify accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, with early adoption is permitted. The Company will adopt ASU 2016-13 and its related amendments effective January 1, 2020, and the Company does not expect adoption of the adoptionnew guidance to have a material effectsignificant impact on its consolidated financial statements.

 

NOTE 4 – ACCOUNTS RECEIVABLES,RECEIVABLE, NET

 

The Company’s net accountsAccounts receivable is as follows:consisted of the following:

  

  As of  As of 
  September 30,
2019
  March 31,
2019
 
Trade accounts receivable $14,307,200  $4,020,369 
Less: allowances for doubtful accounts  -   - 
Accounts receivables, net $14,307,200  $4,020,369 

20

  As of  As of 
  September 30,
2020
  March 31,
2020
 
Trade accounts receivable $19,969,559  $5,340,389 
Less: allowances for doubtful accounts  (45,167)  (4,641)
Accounts receivable, net $19,924,392  $5,335,748 

   

NOTE 5 – INVENTORIES

 

Inventories consisted of the following:

 

 As of As of  As of As of 
 September 30,
2019
  March 31,
2019
  September 30,
2020
  March 31,
2020
 
Raw materials $6,366,507  $11,601,262  $4,614,464  $12,499,301 
Work-in-progress  780,676   1,889,329   377,627   1,541,716 
Finished goods  5,903,471   7,583,652   5,312,789   8,592,755 
Total inventory $13,050,654  $21,074,243  $10,304,880  $22,633,772 

 

NOTE 6 – ADVANCE TO SUPPLIERS

Advance to suppliers consisted of the following:

  As of  As of 
  September 30,
2020
  March 31,
2020
 
Advance to suppliers $2,807,178  $2,118,367 
Less: allowances for doubtful accounts  (13,396)  (2,000)
Advance to suppliers, net $2,793,782  $2,116,367 


NOTE 7 – LEASES

 

The Company has thirty-three35 operating leases for manufacturing facilities and offices. Some leases include one or more options to renew, which is typically at the Company'sCompany’s sole discretion. The majority of renewals to extend the lease terms are not included in our right of use assets and lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluates the renewal options, and, when it is reasonably certain of exercise, it will include the renewal period in its lease term. New lease modifications result in remeasurementmeasurement of the right of use asset(“ROU”) assets and lease liability. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Effective April 1, 2019, the Company adopted the new lease accounting standard using a modified retrospective transition method which allowed the Company not to recast comparative periods presented in its unaudited condensed consolidated financial statements. In addition, the Company elected the package of practical expedients, which allowed the Company to not reassess whether any existing contracts contain a lease, to not reassess historical lease classification as operating or finance leases, and to not reassess initial direct costs. The Company has not elected the practical expedient to use hindsight to determine the lease term for its leases at transition. The Company combines the lease and non-lease components in determining the right-of-use (“ROU”) assets and related lease obligation. Adoption of this standard resulted in the recording of operating lease ROU assets and corresponding operating lease liabilities as disclosed below and had no impact on accumulated deficit as of September 30, 2019. ROU assets and related lease obligations are recognized at commencement date based on the present value of remaining lease payments over the lease term.

 

All of the Company’s leases are classified as operating leases and primarily include office space and manufacturing facilities. Operating lease ROU assets are presented within other assets-net on the unaudited condensed consolidated balance sheet. The current portion of operating lease liabilities are presented within accrued expenses and other payables, and the non-current portion of operating lease liabilities are presented within other long-term liabilities on the unaudited condensed consolidated balance sheet.

21

NOTE 6 – LEASES(Continued)

 

Supplemental balance sheet information related to operating leases was as follows:

 

 September 30,
2019
 
 (unaudited)  September 30,
2020
 
Right-of-use assets $1,288,159  $952,900 
        
Operating lease liabilities - current $266,862  $218,583 
Operating lease liabilities - non-current  639,532   555,144 
Total operating lease liabilities $906,394  $773,727 

  

The weighted average remaining lease terms and discount rates for all of operating leases were as follows as of September 30, 2019:2020:

 

Remaining lease term and discount rate:
    
Weighted average remaining lease term (years)  4.0
2.9 
Weighted average discount rate  4.06%

 

During the three months ended September 30, 20192020 and 2018,2019, the Company incurred total operatingoperation lease expenses of $402,950$535,568 and $347,286,$402,950, respectively. During the six months ended September 30, 20192020 and 2018,2019, the Company incurred total operatingoperation lease expenses of $945,735$1,047,341 and $689,629,$945,735, respectively.

  

The following is a schedule, by fiscal years, of maturities of lease liabilities as of September 30, 2019:2020:

 

2020  $253,510 
2021   387,114  $203,279 
2022   284,084  372,363 
2023   223,669  248,297 
2024   171,384   186,854 
Thereafter   80,669 
Total lease payments   1,400,430  1,010,793 
Less: imputed interest   (112,271) (57,893)
Less: prepayments   (381,765)  (179,173)
Present value of lease liabilities  $906,394  $773,727 

 

22

NOTE 78 – PROPERTY, PLANT AND EQUIPMENT, NET

 

Property, plant and equipment, net consisted of the following:

 

 As of As of  As of As of 
 September 30,
2019
  March 31,
2019
  September 30,
2020
  March 31,
2020
 
Land(1) $1,389,030  $61,078  $1,831,192  $1,831,192 
Property and buildings  432,562   432,562   432,562   432,562 
Equipment and machinery(2)  6,871,155   5,560,265   8,029,899   7,630,255 
Office and electric equipment  678,058   550,738   808,088   793,405 
Automobiles  415,589   367,332   492,976   480,687 
Leasehold improvements  2,522,481   1,652,038   2,767,274   2,765,610 
Subtotal  12,308,875   8,624,013   14,361,991   13,933,711 
Construction in progress(3)  194,752   200,042   194,752   194,752 
Less: Accumulated depreciation and amortization(4)  (7,162,551)  (6,467,793)  (8,783,584)  (7,954,299)
Property and equipment, net $5,341,076  $2,356,262  $5,773,159  $6,174,164 

(1)On August 7, 2019 and February 6, 2020, the Company, through Jerash Garments, purchased 12,340 square meters (approximately three acres) and 4,516 square meters (approximately 48,608 square feet) of land in Al Tajamouat Industrial City, Jordan (the “Jordan Properties”), from third parties to construct a factory and a dormitory for the Company’s employees, respectively. The aggregate purchase price of the Jordan Properties was JOD1,177,301 (approximately US$1.7 million).

(2)On June 18, 2019, the Company acquired all of the outstanding shares of Paramount, a contract manufacturer based in Amman, Jordan. As a result, Paramount became a subsidiary of Jerash Garments, and the Company assumed ownership of all of the machinery and equipment owned by Paramount. Paramount had no other significant assets or liabilities and no operating activities or employees at the time of acquisition, so this transaction was accounted for as an asset acquisition. $980,000 was paid in cash to acquire all of the machinery and equipment from Paramount and the machinery and equipment were transferred to the Company.

(3)The construction in progress account represents costs incurred for constructing a dormitory, which was previously planned to be a sewing workshop. This dormitory is approximately 4,800 square feet in the Tafilah Governorate of Jordan. Construction was temporarily suspended due to the COVID-19 pandemic. The dormitory is expected to be completed and ready for use in fiscal 2022.

(4)Depreciation and amortization expenses were $417,231 and $386,136 for the three months ended September 30, 2020 and 2019, respectively. Depreciation and amortization expenses were $829,285 and $724,778 for the six months ended September 30, 2020 and 2019, respectively.

 

(1)  On August 7, 2019, the Company, through Jerash Garments, closed on a transaction to purchase 12,340 square meters (approximately 3 acres) of land in Al Tajamouat Industrial City, Jordan (the “Jordan Property”) from a third party to construct a dormitory for the Company’s employees. The aggregate purchase price of the Jordan Property was JOD863,800 (approximately US$1,218,347).NOTE 9 – EQUITY

 

(2) On June 18, 2019, the Company closed on a transaction whereby it acquired all of the outstanding shares of Paramount, a contract manufacturer based in Amman, Jordan. As a result, Paramount became of subsidiary of Jerash Garments, and the Company assumed ownership of all of the machinery and equipment owned by Paramount. Paramount had no other significant assets or liabilities and no operating activities or employees at the time of acquisition, so this transaction was accounted for as an asset acquisition. $980,000 was paid in cash to acquire all of the machinery and equipment from Paramount and the machinery and equipment were transferred to the Company.

(3) The construction in progress account represents costs incurred for constructing a dormitory, which was previously planned to be a sewing workshop. This dormitory is approximately 4,800 square feet, located in the Tafilah Governorate of Jordan, and is expected to be operational in November 2019.

(4)  Depreciation and amortization expense was $386,136 and $334,232 for the three months ended September 30, 2019 and 2018, respectively. Depreciation and amortization expense was $724,778 and $653,542 for the six months ended September 30, 2019 and 2018, respectively.

NOTE 8EQUITY

Preferred Stock

 

The Company hashad 500,000 authorized shares of preferred stock authorized with a par value of $0.001 per share, and withshare; none were issued and outstanding as of September 30, 20192020 and March 31, 2019.2020. The preferred stock can be issued by the Boardboard of Directorsdirectors of Jerash Holdings (the “Board of Directors”) in one or more classes or one or more series within any class, and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, rights, qualifications, limitations, or restrictions of such rights as the Board of Directors may determine from time to time.

 

23

NOTE 8EQUITY(Continued)

Common Stock

 

The Company has 30,000,000 authorizedhad 11,325,000 shares of common stock with a par valueoutstanding as of $0.001 per share.September 30, 2020 and March 31, 2020.


NOTE 9 – EQUITY (Continued)

 

Statutory Reserve

 

In accordance with the Corporate Law in Jordan, Jerash Garments, Jerash Embroidery, Chinese Garments, Paramount, Jerash the First, and Victory Apparel are required to make appropriations to certain reserve funds, based on net income determined in accordance with generally accepted accounting principles of Jordan. Appropriations to the statutory reserve are required to be 10% of net income until the reserve is equal to 100% of the entity’s share capital. This reserve is not available for dividend distribution. AsIn addition, PRC companies are required to set aside at least 10% of both September 30, 2019 and March 31, 2019,their after-tax net profits each year, if any, to fund the consolidatedstatutory reserves until the balance of the reserves reaches 50% of their registered capital. The statutory reserve was $212,739.reserves are not distributable in the form of cash dividends to the Company and can be used to make up cumulative prior year losses. The Company’s subsidiaries and VIE have already reserved the maximum amount required.

 

Dividends

 

On July 31, 2019,August 5, 2020, the Board of Directors of Jerash Holdings declared a cash dividend of $0.05 per share of common stock, payable to shareholders of record at the close of business on August 11, 2019. The dividend, equal to $566,250 in the aggregate, was paid on August 19, 2019.

On May 17, 2019, February 7, 2019 and November 1, 2018, the Board of Directors of Jerash Holdings also declared a cash dividend of $0.05 per share of common stock. The cashCash dividends of $566,250 to the stockholders of the Company were paid in full on August 24, 2020.

On May 15, 2020, the Board of Directors declared a cash dividend of $0.05 per share of common stock. Cash dividends of $566,250 to the stockholders of the Company were paid in full on June 2, 2020.

On each of February 5, 2020, November 4, 2019, February 27,July 29, 2019, and May 17, 2019, the Board of Directors declared cash dividends of $0.05 per share of common stock. Cash dividends of $566,250 to the stockholders of the Company were paid in full on February 26, 2020, November 27, 2018,26, 2019, August 19, 2019, and June 5, 2019, respectively.

  

Initial Public OfferingNOTE 10 – STOCK-BASED COMPENSATION

 

The registration statement on Form S-1 (File No. 333-222596) for the Company’s initial public offering (the “IPO”) was declared effective on March 14, 2018. On May 2, 2018, the Company issued 1,430,000 shares of common stock at $7.00 per share and received gross proceeds of $10,010,000. The Company incurred underwriting commissions of $477,341, underwriter offering expenses of $250,200 and additional underwriting expenses of $352,159, yielding net proceeds from the IPO of $8,930,300.

24

NOTE 9STOCK-BASED COMPENSATION

Warrants issued for services

 

From time to time, the Company issues warrants to purchase its common stock. These warrants are valued using athe Black-Scholes model and using the volatility, market price, exercise price, risk-free interest rate, and dividend yield appropriate at the date the warrants were issued.

 

Simultaneous with the closing of the IPO, the Company issued to the underwriter and its affiliates warrants to purchase 57,200 shares of common stock (“IPO Underwriter Warrants”) at an exercise price of $8.75 per share with an expiration date of May 2, 2023. The shares underlying the IPO Underwriter Warrants were subject to a 180-day lock-up that expired on October 29, 2018.

 

As of September 30, 2019, all of the outstanding warrants were fully vested and exercisable.

The fair value of these warrants was estimated as of the grant date using the Black-Scholes model with the following assumptions:major assumptions that the expected term is five years; risk-free interest rate is 1.8-2.8%; and the expected volatility is 50.3-52.2%. There were 264,410 warrants outstanding as of September 30, 2020 and March 31, 2020 with a weighted average exercise price of $6.35. All of the outstanding warrants were fully vested and exercisable as of September 30, 2020 and March 31, 2020.

 

Common Stock Warrants
September 30, 2019
Expected term (in years)5.0
Risk-free interest rate (%)1.8-2.8%
Expected volatility (%)50.3%-52.2%
Dividend yield (%)0.0%

Warrant activity is summarized as follows:

     Weighted Average 
  Shares  Exercise Price 
Warrants outstanding at March 31, 2018  264,410  $6.35 
Granted  -   - 
Exercised  -   - 
Cancelled  -   - 
Warrants outstanding at September 30, 2019  264,410  $6.35 

Stock Options

 

On March 21, 2018, the Board of Directors adopted the Jerash Holdings (US), Inc. 2018 Stock Incentive Plan (the “Plan”), pursuant to which the Company may grant various types of equity awards. 1,484,250 shares of common stock of the Company were reserved for issuance under the Plan. In addition, on July 19, 2019, the Board of Directors approved the amendedan amendment and restatement of the Plan, which was approved by the Company’s stockholders at its annual meeting of stockholders on September 16, 2019. The amended and restated Plan increasesincreased the number of shares reserved for issuance under the Plan by 300,000, to 1,784,250, shares, among other changes.

 17

NOTE 10 – STOCK-BASED COMPENSATION (Continued)

 

On April 9, 2018, the Board of Directors approved the issuance of 989,500 nonqualified stock options under the Plan to 13 executive officers and employees of the Company in accordance with the Plan at an exercise price of $7.00 per share, and a term of five years. As of September 30, 2019, all of these outstanding stock options were fully vested and exercisable.

25

NOTE 9STOCK BASED COMPENSATION(Continued)

Stock Options (Continued)

The fair value of these options granted on April 9, 2018 was estimated as of the grant date using the Black-Scholes model with the following assumptions:major assumptions that expected terms is five years; risk-free interest rate is 2.6%; and the expected volatility is 50.3%. All these outstanding options were fully vested and exercisable on issue date.

Stock Options
September 30,
2019
Expected term (in years)5.0
Risk-free interest rate (%)2.6%
Expected volatility (%)50.3%
Dividend yield (%)0.0%

 

On August 3, 2018, the Board of Directors granted the Company’s then Chief Financial Officer and Head of U.S. Operations a total of 150,000 nonqualified stock options under the Plan in accordance with the Plan at an exercise price of $6.12 per share and a term of ten10 years. AsThe fair value of September 30, 2019,these options was estimated as of the grant date using the Black-Scholes model with the major assumptions that expected terms is 10 years; risk-free interest rate is 2.95%; and the expected volatility is 50.3%. All these outstanding options were fully vested and exercisable.exercisable in August 2019.

On November 27, 2019, the Board of Directors granted the Company’s Chief Financial Officer 50,000 nonqualified stock options under the amended and restated Plan in accordance with the amended and restated Plan at an exercise price of $6.50 per share and a term of 10 years. All these outstanding options were fully vested and exercisable in May 2020.

 

The fair value of the options granted on August 3, 2018November 27, 2019 was $126,454. It is estimated as of the grant date using the Black-Scholes model with the following assumptions:

  Stock Options 
  September 30,Stock Options
November 27,
2019
 
Expected term (in years)  10.0 
Risk-free interest rate (%)  2.951.77%
Expected volatility (%)  50.348.59%
Dividend yield (%)  0.03.08%

 

StockAll stock option activity isactivities are summarized as follows:

    Weighted Average      
 Shares  Exercise Price  Option to acquire
Shares
  Weighted Average
Exercise
Price
 
Stock options outstanding at March 31, 2019  1,139,500  $6.88 
Stock options outstanding at March 31, 2020  1,189,500  $6.87 
Granted  -   -   -   - 
Exercised  -   -   -   - 
Cancelled  -   -   -   - 
Stock options outstanding at September 30, 2019  1,139,500  $6.88 
Stock options outstanding at September 30, 2020  1,189,500  $6.87 

 

Total expense related to the stock options issued was $Nil and $193,955 for the three months ended September 30, 2020 and 2019, respectively. Total expense related to the stock options issued was $42,151 and $193,955 for the six months ended September 30, 2020 and 2019, respectively. As of September 30, 2019,2020, all of these outstanding stock options were fully vested and exercisable.

 

26

NOTE 1011 – RELATED PARTY TRANSACTIONS

 

The relationship and the nature of related party transactions are summarized as follow:

 

RelationshipNature
Name of Related Party Relationship to the Company Nature of Transactions
Ford Glory Holdings (“FGH”)Affiliate, 49% indirectly owned by our President, Chief Executive Officer and Chairman, a significant stockholderRight of Use Asset, Purchase Agreement, Purchases
Ford Glory International Limited or (“FGIL”) Affiliate, subsidiary of FGHFord Glory Holdings (“FGH”), which is 49% indirectly owned by the Company’s President, Chief Executive Officer and Chairman, and a significant stockholder Right of Use Asset, Purchase Agreement
Value Plus (Macao Commercial Offshore) Limited (“VPMCO”)Affiliate, subsidiary of FGHPurchasesOperating Lease
     
Yukwise Limited (“Yukwise”) Wholly owned by ourthe Company’s President, Chief Executive Officer, and Chairman, and a significant stockholder Consulting Services
     
Multi-Glory Corporation Limited (“Multi-Glory”) Wholly owned by a significant stockholder Consulting Services
     
Jiangmen V-Apparel Manufacturing Limited Affiliate, subsidiary of FGH Right of Use AssetOperating Lease

 

a.27

NOTE 10 – RELATED PARTY TRANSACTIONS(Continued)

a.Related party lease and purchasepurchases agreement

 

On October 3, 2018, Treasure Success and FGIL entered into a lease agreement, pursuant to which Treasure Success leases its office space in Hong Kong from FGIL by providing for a monthly rent in the amount of HK$119,540HKD119,540 (approximately $15,253) per month and havingfor a one-year term with an option to extend the term for an additional year at the same rent. On October 3, 2019, Treasure Success exercised the option to extend the lease for an additional year at the same rent.

 

On August 15, 2019,July 1, 2020, Jiangmen Treasure Success and Jiangmen V-Apparel Manufacturing Limited entered into a factory lease agreement, which was a replacement of a previous lease agreement between Treasure Success and Jiangmen V-Apparel Manufacturing Limited dated August 31, 2019, pursuant to which Treasure Success leases itadditional space for office spaceand sample production purposes in Jiangmen, China from Jiangmen V-Apparel Manufacturing Limited by providing for a monthly rent in the amount of Chinese Yuan (“CNY”) 6,200CNY28,300 (approximately $885) per month.$4,000). The lease has a ten-yearone-year term and may be renewed with a clause to increase the rental amount by 5% annually between the third and fifth years under the lease and theone-month notice. The rental amount will be reviewed by and negotiated between both parties according to the market rental rate.rate annually.

 

On July 15, 2019, the Company, through Treasure Success, entered into an agreement to purchase office space together with certain parking spaces from FGIL for an aggregate purchase price of HK$63,000,000HKD63,000,000 (approximately $8.1 million). Pursuant to the agreement, Treasure Success paid an initial deposit of HK$6,300,000HKD6,300,000 (approximately $0.8 million) upon signing the agreement. On October 31, 2019, this agreement was terminated pursuant to its terms because the conditions precedent to closing under the agreement were not met. As a result of the termination, on November 7, 2019, FGIL repaid in full, without interest, the deposit Treasure Success paid at the time the agreement was signed.

 

b.Consulting agreements

 

On January 16, 2018, Treasure Success and Multi-Glory entered into a consulting agreement, pursuant to which Multi-Glory will provide high-level advisory, marketing, and sales services to the Company for $300,000 per annum. The agreement renews automatically for one-month terms. The agreement became effective as of January 1, 2018. TotalDue to the COVID-19 pandemic, Multi-Glory’s compensation was temporarily reduced to $20,000 per month from May 2020 to August 2020. For the three months ended September 30, 2020 and 2019, total consulting fees under this agreement were $65,000 and $75,000, for each of the three months ended September 30, 2019 and 2018 and $150,000 for each ofrespectively. For the six months ended September 30, 2020 and 2019, total consulting fees under this agreement were $130,000 and 2018.$150,000, respectively.


NOTE 11 – RELATED PARTY TRANSACTIONS (Continued)

b.Consulting agreements (Continued)

 

On January 12, 2018, Treasure Success and Yukwise entered into a consulting agreement, pursuant to which Mr. Choi will serve as Chief Executive Officer and provide a high level ofhigh-level advisory and general management services for $300,000 per annum, with automatic renewalannum. The agreement renews automatically for one-month terms. This agreement became effective as of January 1, 2018. Total advisory and management expense under this agreement were $75,000 for eachDue to the COVID-19 pandemic, Yukwise’s compensation was temporarily reduced to $20,000 per month from May 2020 to August 2020. For the three months ended September 30, 2020 and 2019, total advisory and 2018management expenses under this agreement were $65,000 and $150,000 for each of$75,000, respectively. For the six months ended September 30, 2020 and 2019, total advisory and 2018.management expenses under this agreement were $130,000 and $150,000, respectively.

c.Personal Guarantees

 

Borrowings under the HSBC Credit Facilities as(as defined in Note 11, with HSBCbelow) were previously collateralizedsecured by the personal guarantees of Mr. Choi and Mr. Ng Tsze Lun.Lun (“Mr. Ng”). These guarantees were released as of August 12, 2019. (See Note 11)“Note 12—Credit Facilities”).

 

NOTE 1112 – CREDIT FACILITIES

 

Pursuant to a letter agreement dated May 29, 2017, Treasure Success entered into an $8,000,000 import credit facility with HSBCHong Kong and Shanghai Banking Corporation (“HSBC”) (the “2017 Facility Letter”), which was first amended pursuant to a letter agreement between HSBC, Treasure Success, and Jerash Garments dated June 19, 2018 (the “2018 Facility Letter”) and increased to $11,000,000, further amended pursuant to a letter agreement dated August 12, 2019 (the “2019 Facility Letter”), and together with the 2018 Facility Letter and 2017 Facility Letter, the “Facility Letter”). In addition, pursuant to an offer letter dated June 5, 2017, which wasfurther amended pursuant to a letter agreement dated July 3, 2020 (the “2020 Facility Letter,” and together with the 2017 Facility Letter, 2018 Facility Letter, and 2019 Facility Letter, the “HSBC Facility”). The 2020 Facility Letter extends the term of the HSBC Facility indefinitely. Pursuant to the HSBC Facility, the Company has a total credit limit of $11,000,000.

In addition, on June 5, 2017, Treasure Success entered into an Offer Letter - Invoice Discounting/Factoring Agreement, and on August 21, 2017, Treasure Success entered into an Invoice Discounting/Factoring Agreement (together, the “2017 Factoring Agreement”) with HSBC for certain debt purchase services related to the Company’s accounts receivable. On June 14, 2018, Treasure Success and Jerash Garments entered into another Offer Letter-Invoice Discounting/Factoring Agreement with HSBC, which amended the 2017 Factoring Agreement (the “2018 Factoring Agreement, and together with the 2017 Factoring Agreement, the “HSBC Factoring Agreement,” and together with the HSBC Facility, the “HSBC Credit Facilities”). Pursuant to the HSBC Factoring Agreement, HSBC offered to provide Treasure Success with a $12,000,000 factoring facility for certain debt purchase services related to ourTreasure Success’s accounts receivables (the “Factoring Agreement” and together with the Facility Letter, the “Credit Facilities”). receivable.

The HSBC Credit Facilities are guaranteed by Jerash Holdings, Jerash Garments, and Treasure Success. In addition, the HSBC Credit Facilities required cash and other investment security collateral of $3,000,000.$3,000,000 and were secured by the personal guarantees of Mr. Choi and Mr. Ng. As of January 22, 2019, the security collateral of $3,000,000 washad been released. HSBC also released the personal guarantees of the individual shareholdersMr. Choi and Mr. Ng on August 12, 2019. The HSBC Credit Facilities provide that drawings under the HSBC Credit Facilities are charged interest at the Hong Kong Interbank Offered Rate (“HIBOR”) plus 1.5% for drawings in Hong Kong dollars,HKD, and the London Interbank Offered Rate (“LIBOR”) plus 1.5% for drawings in other currencies. In addition, the HSBC Credit Facilities also contain certain service charges and other commissions and fees.

 

Under the HSBC Factoring Agreement, HSBC also provides credit protection and debt services related to each of ourthe Company’s preapproved customers. For any approved debts or collections assigned to HSBC, HSBC charges a flat fee of 0.35% on the face value of the invoice for such debt or collection. WeThe Company may assign debtor payments that are to be paid to HSBC within 90 days, defined as the maximum terms of payment. WeThe Company may receive advances on invoices that are due within 30 days of the delivery of ourits goods, defined as the maximum invoicing period.

 

28

NOTE 11 – CREDIT FACILITIES(Continued)

The HSBC Credit Facilities are subject to review at any time, and HSBC has discretion on whether to renew the Facility Letter.HSBC Facility. Either party may terminate the HSBC Factoring Agreement subject to a 30-day notice period.

 


NOTE 12 – CREDIT FACILITIES (Continued)

As of September 30, 2019,2020 and March 31, 2019,2020, the Company had made $16,049$932,152 and $360,401$235 in withdrawals, respectively, under the HSBC Credit Facilities, which are due within 120 days of each borrowing date or upon demand by HSBC. As of September 30, 2019, $16,0492020, $932,152 was outstanding under the Factoring Agreement and no amounts were outstanding under the Facility Letter.HSBC Facility. As of March 31, 2019, $85,4212020, $235 was outstanding under the HSBC Factoring Agreement and $274,980 outstanding under the Facility Letter.Agreement.

 

On January 31, 2019, Standard Chartered Bank (Hong Kong) Limited (“SCBHK”) offered to provide an import facility of up to $3.0 million to Treasure Success pursuant to a facility letter dated June 15, 2018. Pursuant to the agreement, SCBHK agreed to finance import invoice financing and pre-shipment financing of export orders up to an aggregate of $3.0 million. The SCBHK facility bears interest at 1.3% per annum over SCBHK’s cost of funds. As of September 30, 2019,2020 and March 31, 2019,2020, the Company had anno outstanding amount, of $0 and $288,310, respectively, in import invoice financing.financing under the SCBHK facility.

 

NOTE 1213 – EARNINGS PER SHARE

 

The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended September 30, 20192020 and 2018. 57,200 IPO Underwriter Warrants2019. As of September 30, 2020, 1,453,910 warrants and stock options were anti-dilutive forissued and outstanding. For the three and six months ended September 30, 2020, 1,403,910 warrants and stock options were excluded from the EPS calculation as containing anti-dilution provisions. For the three and six months ended September 30, 2019, and57,200 warrants were excluded from the EPS calculation. For the three and six months ended September 30, 2018, 57,200 IPO Underwriter Warrants, 50,000 stock options to the Company’s Chief Financial Officer and 100,000 stock options to the Company’s Head of U.S. Operations were anti-dilutive.calculation as containing anti-dilution provisions. 

  

  

Three Months Ended
September 30,
(in $000s except share and
per share information)

  

Six Months Ended
September 30,
(in $000s except share and
per share information)

 
  2019  2018  2019  2018 
Numerator:                
Net income attributable to Jerash Holdings (US), Inc.’s Common Shareholders $3,593  $4,587  $5,142  $3,702 
                 
Denominator:                
Denominator for basic earnings per share (weighted-average shares)  11,325,000   11,325,000   11,325,000   11,074,945 
Dilutive securities – unexercised warrants and options  182,071   55,314   171,803   155,354 
Denominator for diluted earnings per share (adjusted weighted-average shares)  11,507,071   11,380,314   11,496,803   11,230,299 
Basic earnings per share $0.32  $0.41  $0.45  $0.33 
                 
Diluted earnings per share $0.31  $0.40  $0.45  $0.33 

29

  Three Months Ended
September 30,
(in $000s except share and
per share information)
  Six Months Ended
September 30,
(in $000s except share and
per share information)
 
  2020  2019  2020  2019 
Numerator:            
Net income attributable to Jerash Holdings (US), Inc.’s Common Stockholders $2,560  $3,593  $3,374  $5,142 
                 
Denominator:                
Denominator for basic earnings per share (weighted-average shares)  11,325,000   11,325,000   11,325,000   11,325,000 
Dilutive securities – unexercised warrants and options  4,953   182,071   5,081   171,803 
Denominator for diluted earnings per share (adjusted weighted-average shares)  11,329,953   11,507,071   11,330,081   11,496,803 
Basic earnings per share $0.23  $0.32  $0.30  $0.45 
                 
Diluted earnings per share $0.23  $0.31  $0.30  $0.45 

 

NOTE 1314 – SEGMENT REPORTING

 

ASC 280, “Segment Reporting”,Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Company'sCompany’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company'sCompany’s business segments. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operatingoperation results by the revenue of the Company’s products. The Company’s major product is outerwear. For the three months ended September 30, 20192020 and 2018,2019, outerwear accounted for approximately 87.5% and 94.8% and 96.3% of the Company’s total revenue, respectively. For the six months ended September 30, 20192020 and 2018,2019, outerwear accounted for approximately 89.9% and 95.5% and 97.3% of the Company’s total revenue, respectively. Based on management'smanagement’s assessment, the Company has determined that it has only one operating segment as defined by ASC 280.

 


NOTE 14 – SEGMENT REPORTING (Continued)

The following table summarizes sales by geographic areas for the three months ended September 30, 20192020 and 2018,2019, respectively.

 

 For the Three months ended  For the three months ended
September 30,
 
 September 30,
2019
  September 30,
2018
  2020  2019 
United States  $29,352,998  $27,864,070  $23,411,339  $29,352,998 
Jordan  1,094,707   4,968,784   2,302,615   1,094,707 
Other countries  163,414   631,543 
Other  1,372,364   163,414 
Total $30,611,119  $33,464,397  $27,086,318  $30,611,119 

 

The following table summarizes sales by geographic areas for the six months ended September 30, 20192020 and 2018,2019, respectively.

 

 For the Six months ended  For the six months ended
September 30,
 
 September 30,
2019
  September 30,
2018
  2020  2019 
United States $51,393,943  $45,673,431  $40,992,512  $51,393,943 
Jordan  1,581,087   5,098,997   3,428,197   1,581,087 
Other countries  163,414   1,055,054 
Other  1,372,364   163,414 
Total $53,138,444  $51,827,482  $45,793,073  $53,138,444 

 

All99.9% of long-lived assets were located in Jordan as of September 30, 2019 and March 31, 2019.2020.

 

NOTE 1415 – COMMITMENTS AND CONTINGENCIES

 

Commitments

 

On August 28, 2019, a new entity, Jiangmen Treasure Success, was incorporated under the laws of the People’s Republic of China in Jiangmen City, Guangdong Province, China, with a total registered capital of HKD 3HKD3 million (approximately $385,000). The Company’s subsidiary, Treasure Success, is required to contribute HKD 3HKD3 million (approximately $385,000) as paid-in capital in exchange for 100% ownership interest in Jiangmen Treasure Success. As of the date of this report,September 30, 2020, Treasure Success has nothad fully made theits capital contribution. Pursuant to Jiangmen Treasure Success’s organizational documents, the Company is required to complete the capital contribution before December 31, 2029.

 

Contingencies

 

From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company’s management does not expect any liability from the disposition of such claims and litigation individually or in the aggregate would not have a material adverse impact on the Company’s consolidated financial position, results of operations, and cash flows.

  

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NOTE 1516 – INCOME TAX

 

Jerash Garments, Jerash Embroidery, Chinese Garments, and Paramount, Jerash the First, and Victory Apparel are subject to the regulations of the Income Tax Department in Jordan. The corporate income tax rate is 14% for the industrial sector. In accordance with the Investment Encouragement Law, Jerash Garments’ export sales to overseas customers were entitled to a 100% income tax exemption for a period of 10 years commencing aton the first day of production. This exemption had been extended for 5five years until December 31, 2018. The effect of the tax exemption on the Company’s 2019 fiscal results is a tax savings of approximately $1,623,717, or $0.14 per share. Effective January 1, 2019, the Hashemite Kingdom of JordanJordanian government has changed some features of Jerash Garments and its subsidiaries area to a Development Zone. In accordance with Development Zone law, Jerash Garments and its subsidiaries and VIE began paying corporate income tax in Jordan at a rate of 10% plus a 1% social contribution. Effective January 1, 2020, thisthat rate will increaseincreased to 14% plus a 1% social contribution.

 

On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “Tax Act”) was enacted. The Tax Act imposed a tax on previously untaxed accumulated earnings and profits (“E&P”) of foreign subsidiaries (the “Toll Charge”). The Toll Charge is based in part of the amount of E&P held in cash and other specific assets as of December 31, 2017. The Toll Charge can be paid over an eight-year period, starting in 2018, and will not accrue interest. Additionally, under the provisions of the Tax Act, for taxable years beginning after December 31, 2017, the foreign earnings of Jerash Garments and its subsidiaries are subject to U.S. taxation at the Jerash Holdings level under the new Global Intangible Low-Taxed Income (“GILTI”) regime. The GILTI provisions have an effect of increasing the effective tax rate by absorbing the current year loss generated by Jerash Holdings. However, Jerash Holdings is eligible to claim a deduction of up to 50% of GILTI income and is eligible to claim a foreign tax credit on the foreign taxes paid by Jerash Garments and its subsidiaries which are attributable to GILTI. Furthermore, the GILTI income is effectively exempt from tax in the states in which Jerash Holdings operates. As a result of these provisions, Jerash Holdings is not expected to have an incremental U.S. cash tax cost as a result of the GILTI rules during fiscal 2020.

31

 

NOTE 1617 – SUBSEQUENT EVENTS

As of October 27, 2019, our Chairman and Chief Executive Officer assumed the positions of principal financial officer and principal accounting officer on an interim basis upon the death of Richard J. Shaw.

On October 31, 2019, the agreement between Treasure Success and FGIL for the purchase of office and parking spaces terminated pursuant to its terms. See Note 10.

 

On November 4, 2019,2, 2020, the Company’s Board of Directors approved the paymentpayments of a dividend of $0.05 per share payable on November 26, 201923, 2020 to stockholders of record as of the close of business on November 18, 2019.16, 2020.

  

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenuesrevenue, or other financial items; any statements regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” “project”“plan,” “project,” or “anticipate”“anticipate,” and other similar words. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements include those factors set forth in the “Risk Factors” section included in our Annual Report on Form 10-K for the fiscal year ended March 31, 20192020 and in subsequent reports that we file with the Securities and Exchange Commission (the “SEC”).

 

Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed in this Quarterly Report. We do not intend, and undertake no obligation, to update any forward-looking statement, except as required by law.

 

The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes included in this Quarterly Report, and the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2019,2020, filed with the SEC on June 28, 2019.29, 2020. References to fiscal 20202021 and fiscal 20192020 in this Management’s Discussion and Analysis of Financial Condition and Results of Operations refer to our fiscal yearsyear ending March 31, 20202021, and fiscal year ended March 31, 2019,2020, respectively.

 

Impact of COVID-19 on our business

Collectability of receivables. We had accounts receivable of $19.9 million as of September 30, 2020, out of which $12.1 million had been received through November 10, 2020. There was no overdue account receivable as of September 30, 2020.

Inventory. We had inventory of $10.3 million as of September 30, 2020, substantially for orders scheduled to be shipped within fiscal 2021.

Investments. We acquired two pieces of land in fiscal 2020 for the construction of dormitory and production facilities. Due to the COVID-19 outbreak, management previously decided to hold off the construction to wait for a clearer picture on customer demand. As customer orders recovered to a satisfactory level, management has decided to resume the preparation work for the dormitory construction. Management is still reviewing the construction plan for the production facilities.

Revenue. For the quarter ended September 30, 2020, our sales were $27.1 million, which was over 88% of that of the same period in fiscal 2020. This quarterly percentage was an improvement from 83% of first quarter in fiscal 2021. We are continuing to proactively communicate with our existing customers to reconfirm their orders and shipment schedules for the second half of fiscal 2021. We also managed to start business with some new customers. However, the above is subject to the progress of reopening of economies in the U.S. and the EU that would have significant impact on both order fulfilment and delivery schedules. We have started our personal protective equipment shipments in this quarter that helped both our product and customer diversification.

Liquidity/Going Concern. As of September 30, 2020, we had approximately $28.1 million of cash and cash equivalent and net current assets of approximately $50.9 million with a current ratio of 5.4 to 1. In addition, we had banking facilities with aggregate limits of $26 million with approximately $932,000 outstanding as of September 30, 2020. Given the above, we believe that we will have sufficient financial resources to maintain as a going concern in fiscal 2021.


Results of Operations

 

Three months ended September 30, 20192020 and September 30, 20182019

The following table summarizes the results of our operations during the three-month periods ended September 30, 20192020 and 20182019, and provides information regarding the dollar and percentage increase or (decrease) during such periods.

 

(All amounts, other than percentages, in thousands of U.S. dollars)

 

 Three Months Ended
September 30, 2019
  Three Months Ended
September 30, 2018
  

Period over Period
Increase (Decrease)

  Three Months Ended
September 30,
2020
  Three Months Ended
September 30,
2019
  Period over Period
Increase (Decrease)
 
Statement of Income
Data:
 Amount  As % of
Sales
  Amount  As % of
Sales
  Amount  %  Amount  As % of
Sales
  Amount  As % of
Sales
  Amount  % 
Revenue $30,611   100% $33,464   100% $(2,853)  (9)% $27,086   100% $30,611   100% $(3,525)  (12)%
Cost of goods sold  23,309   76%  25,115   75%  (1,806)  (7)%  21,204   78%  23,309   76%  (2,105)  (9)%
Gross profit  7,302   24%  8,349   25%  (1,047)  (13)%  5,882   22%  7,302   24%  (1,420)  (19)%
                                                
Selling, general and administrative expenses  2,921   10%  2,099   6%  822   39%  2,853   11%  2,920   10%  (67)  (2)%
Stock-based compensation expenses  193   0%  193   1%  -   -   -   0%  194   0%  (194)  (100)%
Other expense, net  5   0%  7   0%  (2)  (29)%
Other income (expense), net  63   0%  (5)  0%  68   1,360%
Net income before taxation $4,183   14% $6,050   18% $(1,867)  (31)% $3,092   11% $4,183   14% $(1,091)  (26)%
Taxation  595   2%  1,463   4%  (868)  (59)%  532   2%  595   2%  (63)  (11)%
Net income $3,588   12% $4,587   14% $(999)  (22)% $2,560   9% $3,588   12% $(1,028)  (29)%

Revenue.Revenue decreased by approximately $2.9$3.5 million, or 9%12%, to $30.6$27.1 million, for the three months ended September 30, 20192020, from approximately $33.5$30.6 million for the same period in fiscal 2019.2020. The decrease was mainly becausedue to a decrease in shipments to one of our major customers in the prior year quarter, approximately $2.5 million of shipments scheduled to be shipped in June were shipped in early July due to the Eid al-Fitr holiday in mid-June. BecauseU.S. during this holiday fell in early June 2019, the shipment backlog was cleared before end of June. In addition, there were comparatively more orders (over $3.3 million) which were originally scheduled to be delivered in late September 2019 but actually shipped out in early October 2019 and thus not recognized as sales in the second quarter.

33

 

The following table outlines the dollar amount and percentage of total sales to our customers for the three months ended September 30, 2019.2020.

 

(All amounts, other than percentages, in thousands of U.S. dollars)

 

 Three Months Ended
September, 2019
  Three Months Ended
September 30,
2020
 
 Sales     Sales    
 Amount %  Amount  % 
VF Corporation(1) $26,582   86.8% $20,071   74%
New Balance  936   3.1%  1,322   5%
Dick’s Sporting Goods  807   2.6%
ARK Garments  1,208   5%
Onset Time Limited  1,165   4%
G-III  907   3%
United Creations LLC  856   3%
Others  2,286   7.5%  1,557   6%
Total $30,611   100.0% $27,086   100%

 

(1)(1)Substantially allMost of our products are sold under The North Face brand that is owned by VF Corporation.

 


Revenue by Geographic Area

(All amounts, other than percentages, in thousands of U.S. dollars)

 

 Three Months Ended
September 30, 2019
  Three Months Ended
September 30, 2018
  

Period over Period

Increase (decrease)

  Three Months Ended
September 30,
2020
  Three Months Ended
September 30,
2019
  

Period over Period

Increase (decrease)

 
Region Amount  %  Amount  %  Amount  %  Amount  %  Amount  %  Amount  % 
United States $29,353   96% $27,864   83% $1,489   5% $23,411   86% $29,353   96% $(5,942)  (20)%
Jordan  1,095   3%  4,969   15%  (3,874)  (78)%  2,303   9%  1,095   3%  1,208   110%
Others  163   1%  631   2%  (468)  (74)%  1,372   5%  163   1%  1,209   742%
Total $30,611   100% $33,464   100% $(2,853)  (9)% $27,086   100% $30,611   100% $(3,525)  (12)%

 

According to the U.S. Customs and Border Protection Jordan Free Trade Treaty, which became effective December 2001,Since January 2010, all apparel manufactured in Jordan can be exported to the U.S. withwithout customs duty being imposed, pursuant to the United States-Jordan Free Trade Agreement entered into in December 2001. This free duty. This treaty provides substantial benefits totrade agreement allowed us by allowing us to compete and to expand our garment export business in the U.S.

 

The increasedecrease of approximately 20% in sales to the U.S. of approximately 5% induring the three months ended September 30, 2019,2020 was mainly attributable to the expansiondecrease in sales to one of our customer base to include moremajor customers with export orders in the US.U.S.

 

ForDuring the three months ended September 30, 2019,2020, sales to Jordan and other locations, decreasedsuch as Hong Kong and China, increased by 78%110% and 74%742%, respectively, as we managed to secure more local orders to compensate for the group devoted more resources on the abovementioneddecrease in orders from new export customers which have higher profit margin on average, and had limited production capacities for local orders.overseas customers.

 

34

Cost of goods sold.sold. Following the decrease in sales revenue, our cost of goods sold decreased by approximately $1.8$2.1 million, or 7%9%, to approximately $23.3$21.2 million for the three months ended September 30, 20192020, compared to approximately $25.1$23.3 million for the same period in fiscal 2019.2020. As a percentage of revenues,revenue, the cost of goods sold increased by approximately 1%2% points to 76%78% for the three months ended September 30, 20192020, compared to 75%76% for the same period in fiscal 2019.2020. The increase in cost of goods sold as a percentage of revenuesrevenue was primarily attributable to the expansionhigher proportion of local orders, which typically have lower margin. For the three months ended September 30, 2020, we purchased 20% of our client base to customers including New Balance and Dick’s Sporting Goods. Also, our Paramount facility and new satellite factory are still in the warm-up phase and have not yet contributed to our gross margin.garments from one major supplier, Agencia Comercial Wai Yuen (“Wai Yuen”). For the three months ended September 30, 2019, we purchased 18% and 13% of our raw materials from two major suppliers, Duck San Enterprise Co., Ltd (“Duck San”) and Universal Star Corporation (“Universal Star”), respectively. ForWe have been actively seeking cooperation with various suppliers to diversify our supplier chain and to control the three months ended September 30, 2018, the Company purchased approximately 14% and 11%cost of our raw materials from two major suppliers, Universal Star and Sunny Special Dyeing & Finishing Co., Ltd, respectively.materials.

 

Gross profit margin. Gross profit margin was approximately 22% for the three months ended September 30, 2020, which decreased by 2% points from 24% for the same period in fiscal 2020. The decrease in gross profit margin was primarily driven by the increase in local orders, which typically have lower margin.

Selling, general, and administrative expenses. Selling, general, and administrative expenses slightly decreased by approximately 2% from approximately $2,920,000 for the three months ended September 30, 2019, which was lower by 1% from 25% for the same period in fiscal 2019. The lower gross profit margin was attributable to the expansion of our customer base and the inclusion of the Paramount facility and satellite factory, which have not yet contributed to gross margin.

Selling, general and administrative expenses.Selling, general and administrative expenses increased by approximately 39% from approximately $2.1 million$2,853,000 for the three months ended September 30, 20182020. The decrease was primarily attributable to lower travelling expenses due to the restriction in international travels amid the COVID-19 pandemic.

Other income/expense, net. Other income, net was approximately $2.9 million$63,000 for the three months ended September 30, 2019. The increase was primarily due to the increases in expenses in repair, maintenance and improvements for the newly leased production premises and satellite factories, expenses related to a land purchase and its related dormitory construction and expenses to expand marketing and supporting functions in the Hong Kong office.

Stock-based compensation expenses.There was a stock-based compensation expense related to the issuance of stock options and warrants in relation to the IPO in May 2018. There were $0.19 million and $0.19 million stock-based compensation expenses in the quarter ended September 30, 2019 and September 30, 2018, respectively.

Other expense, net. Other expense, net was approximately $5,000 for the three months ended September 30, 2019,2020, as compared to other expense, net of approximately $6,800$5,000 for the same period in fiscal 2019.2020. The decreaseincrease in income was primarily due to a realized gain on the foreign currency exchange loss from converting Jordanian Dinars to U.S. Dollars for financial reporting.short-term investment.

 

Net income before taxation.Net income before taxation for the three months ended September 30, 20192020, was $4.2approximately $3.1 million compared to net income before taxation of approximately $6.0$4.2 million for the same period in the three months ended September 30, 2018.fiscal 2020. The increasedecrease was mainly attributable to the lower sales and gross margin and the increase in sales, and increase in selling, general and administrative expenses mentioneddiscussed above.

 

Taxation.Taxation. Income tax expense for the three months ended September 30, 20192020 was $0.6 millionapproximately $532,000 compared to income tax expense of $1.5 millionapproximately $595,000 for the same period in fiscal 2020. The effective tax rate was 17.2% for the three months ended September 30, 2018. The effective tax rates were2020, and 14.2% and 24.2% for the three months ended September 30, 2019, and 2018, respectively. The decrease ofincrease in the incomeeffective tax expense forrate mainly resulted from a 4% increase in the three months ended September 30, 2019 was mainly because of the impact of the one-time transition Toll Charge of approximately $1.5 million accrued in comparative period, and no suchlocal tax expense in current period. In addition, the Company became subjectrate to corporate income tax in Jordan at a rate of 10%14% plus a 1% social contribution as of January 1, 2019. The Jordanian corporate income tax accrued during three months ended September 30, 2019 caused an increase of approximately $0.5 million compared with the same period of fiscal 2019. GILTI was insignificant for the three months ended September 30, 2019 and 2018. See further discussion in Note 15.contribution.


Net income. Net income for the three months ended September 30, 20192020 was $3.6approximately $2.6 million compared to a net income of $4.6approximately $3.6 million for the same period in fiscal 2019.2020. The decrease was primarilymainly attributable to lower sales and gross margin compensated by reduction in selling, administrative, and increased selling and administrativegeneral expenses which were partially offset by a decrease in income tax expense.discussed above.

 

35

Six months ended September 30, 20192020 and September 30, 20182019

The following table summarizes the results of our operations during the six-month periods ended September 30, 20192020 and 20182019, and provides information regarding the dollar and percentage increase or (decrease) during such periods.

(All amounts, other than percentages, in thousands of U.S. dollars)

 

 Six Months Ended
September 30, 2019
  Six Months Ended
September 30, 2018
  

Period over Period
Increase (Decrease)

  Six Months Ended
September 30,
2020
  Six Months Ended
September 30,
2019
  Period over Period
Increase (Decrease)
 
Statement of Income
Data:
 Amount  As % of
Sales
  Amount  As % of
Sales
  Amount  %  Amount  As % of
Sales
  Amount  As % of
Sales
  Amount  % 
Revenue $53,138   100% $51,827   100% $1,311   3% $45,793   100% $53,138   100% $(7,345)  (14)%
Cost of goods sold  41,323   78%  38,818   75%  2,505   6%  36,859   80%  41,323   78%  (4,464)  (11)%
Gross profit  11,815   22%  13,009   25%  (1,194)  (9)%  8,934   20%  11,815   22%  (2,881)  (24)%
                        
Selling, general and administrative expenses  5,545   11%  4,077   8%  1,468   36%  4,704   11%  5,544   11%  (840)  (15)%
Stock-based compensation expenses  193   0%  3,400   6%  (3,207)  (94)%  42   0%  194   0%  (152)  (78)%
Other expense, net  9   0%  1   0%  8   800%
Other income (expense), net  60   0%  (9)  0%  69   767%
Net income before taxation $6,068   11% $5,531   11% $537   10% $4,248   9% $6,068   11% $(1,820)  (30)%
Taxation  930   2%  1,829   4%  (899)  (49)%  874   2%  930   2%  (56)  (6)%
Net income $5,138   9% $3,702   7% $1,436   39% $3,374   7% $5,138   9% $(1,764)  (34)%

Revenue.Revenue increaseddecreased by approximately $1.3$7.3 million, or 3%14%, to $53.1$45.8 million, for the six months ended September 30, 20192020, from approximately $51.8$53.1 million for the same period in fiscal 2019.2020. The increasedecrease was mainly the resultbecause lower sales to one of our expansioncustomers in client base to attract orders from otherthe U.S. customers, including New Balance and Dick’s Sporting Goods.during the six-month period.

 

The following table outlines the dollar amount and percentage of total sales to our customers for the six months ended September 30, 2019.2020.

 

(All amounts, other than percentages, in thousands of U.S. dollars)

 

 Six Months Ended
September, 2019
  Six Months Ended
September 30,
2020
 
 Sales     Sales    
 Amount  %  Amount  % 
VF Corporation(1) $48,312   90.9% $34,619   76%
New Balance  936   1.8%  2,772   6%
United Creations LLC  1,617   4%
ARK Garments  1,490   3%
G-III  1,278   3%
Onset Time Limited  1,165   2%
Dick’s Sporting Goods  807   1.5%  1,092   2%
Others  3,083   5.8%  1,760   4%
Total $53,138   100.0% $45,793  100%

 

(1) Substantially all of our products are sold under The North Face brand that is owned by VF Corporation.

(1)Most of our products are sold under The North Face brand that is owned by VF Corporation.

  


Revenue by Geographic Area

(All amounts, other than percentages, in thousands of U.S. dollars)

 

 Six Months Ended
September 30, 2019
  Six Months Ended
September 30, 2018
  Period over Period
Increase (decrease)
  Six Months Ended
September 30,
2020
  Six Months Ended
September 30,
2019
  

Period over Period

Increase (decrease)

 
Region Amount  %  Amount  %  Amount  %  Amount  %  Amount  %  Amount  % 
United States $51,394   97% $45,673   88% $5,721   13% $40,993   90% $51,394   97% $(10,401)  (20)%
Jordan  1,581   3%  5,099   10%  (3,518)  (69)%  3,428   7%  1,581   3%  1,847   117%
Others  163   0%  1,055   2%  (892)  (85)%  1,372   3%  163   0%  1,209   742%
Total $53,138   100% $51,827   100% $1,311   3% $45,793   100% $53,138   100% $(7,345)  (14)%

 

According to the U.S. Customs and Border Protection Jordan Free Trade Treaty,Since January 2010, all apparel manufactured in Jordan can be exported to the U.S. withwithout customs duty being imposed, pursuant to the United States-Jordan Free Trade Agreement entered into in December 2001. This free duty. This treaty provides substantial benefits totrade agreement allowed us by allowing us to compete and to expand our garment export business in the U.S.

 

The increasedecrease of approximately 20% in sales to the U.S. of approximately 13%, or $5.7 million, induring the six months ended September 30, 20192020 was mainly attributable to the increasedecrease in orders from both existing and newsales to one of our major customers in the U.S.

 

36

SalesDuring the six months ended September 30, 2020, sales to customers in Jordan and other locations, decreasedsuch as Hong Kong and China, increased by 69%117% and 85%742%, respectively, as we managed to secure more local orders to compensate for the six-month ended September 30, 2019 compared with the same perioddecrease in fiscal 2019. The decrease was attributable to our focus on export orders which on average provide better profit margin rather than relatively low profit margin local orders.from overseas customers.

 

Cost of goods sold.sold. Following the increasedecrease in sales revenue, our cost of goods sold increaseddecreased by approximately $2.5$4.5 million, or 6%11%, to approximately $41.3$36.9 million for the six months ended September 30, 20192020, compared to approximately $38.8$41.3 million for the same period in fiscal 2019.

2020. As a percentage of revenues,revenue, the cost of goods sold wasincreased by approximately 2% points to 80% for the six months ended September 30, 2020, compared to 78%, which was 3% higher than for the same period in fiscal 2019.2020. The lower gross profit marginincrease in cost of goods sold as a percentage of revenue was primarily attributable to the introductionhigher proportion of new customers and inclusionlocal orders, which typically have lower margin. For the six months ended September 30, 2020, we purchased 12% of Paramount facility and satellite factory, which have not yet contributed to gross margin.our garments from one major supplier, Wai Yuen. For the six months ended September 30, 2019, we purchased approximately 24% and 11% of our raw materials from two major suppliers, Duck San and Universal Star, respectively. ForWe have been actively seeking cooperation with various suppliers to diversify our supplier chain and to control the six months ended September 30, 2018, the Company purchased approximately 19% and 13%cost of our raw materials from two major suppliers, Duck San and Universal Star, respectively.materials.

 

Gross profit margin. Gross profit margin was approximately 22%20% for the six months ended September 30, 2019,2020, which was 3% lower thandecreased by 2% points from 22% for the same period in fiscal 2019.2020. The lowerdecrease in gross profit margin was attributable toprimarily driven by the expansionhigher proportion of our customer base and the inclusion of the Paramount facility and satellite factory,local orders, which typically have not yet contributed to gross marginlower margin.

 

Selling, general, and administrative expenses.Selling, general, and administrative expenses increaseddecreased by approximately 36%15% from approximately $4.1 million for the six months ended September 30, 2018 to approximately $5.5 million for the six months ended September 30, 2019. The increase was primarily due2019, to the increases in expenses in repair, maintenance and improvements for the newly leased production premises and satellite factories, expenses related to a land purchase and its related dormitory construction and expenses to expand marketing and supporting functions in the Hong Kong office in the six-month period ended September 30, 2019.

Stock-based compensation expenses.There was a stock-based compensation expense related to the issuance of stock options and warrants in relation to the IPO in May 2018. There were $0.19approximately $4.7 million and $3.4 million stock-based compensation expenses in the six-month period ended September 30, 2019 and September 30, 2018, respectively.

Other expense, net. Other expense, net was approximately $9,600 for the six months ended September 30, 2019,2020. The decrease was primarily due to lower repair and maintenance and recruitment expenses this year.

Other income/expense, net. Other income, net was approximately $60,000 for the six months ended September 30, 2020, as compared to other expense, net of approximately $1,300$9,000 for the same period in fiscal 2019.2020. The increase in net other income was primarily due to a realized gain on the foreign currency exchange loss from converting Jordanian Dinars to U.S. Dollars for financial reporting.short-term investment.

 

Net income before taxation.Net income before taxation for the six months ended September 30, 20192020 was $6.1$4.2 million compared to net income before taxation of approximately $5.5$6.1 million for the same period in the six months ended September 30, 2018.fiscal 2020. The increasedecrease was mainly attributable to the $3.4 million of stock-based compensation reported in fiscal 2019 mentioned above, partially offset by the increases in expenses in repair, maintenancelower sales and improvements for the newly leased production premises and satellite factories, expenses related to a land purchase and its related dormitory construction and expenses to expand marketing and supporting functions in the Hong Kong office to date in fiscal 2020.gross margin discussed above.

 

Taxation.Taxation. Income tax expense for the six months ended September 30, 20192020, was $0.9 millionapproximately $874,000 compared to income tax expense of $1.8 millionapproximately $930,000 for the same period in fiscal 2020. The effective tax rate was 20.6% for the six months ended September 30, 2018. The effective tax rate was2020, and 15.3% and 33.1% for the six months ended September 30, 2019, and 2018, respectively. The decrease ofincrease in the incomeeffective tax expense forrate mainly resulted from a 4% increase in the six months ended September 30, 2019 was mainly because of the impact of the one-time transition Toll Charge of approximately $1.8 million accrued in comparative period, and no suchlocal tax expense in current period. In addition, the Company became subjectrate to corporate income tax in Jordan at a rate of 10%14% plus a 1% social contribution in January 1, 2019. The Jordanian corporate income tax accrued during six months ended September 30, 2019 caused an increase of approximately $0.9 million compared with the same period of fiscal 2019. GILTI was insignificant for the six months ended September 30, 2019 and 2018. See further discussion in Note 15.contribution.

 


Net income.Net income for the six months ended September 30, 20192020, was $5.1approximately $3.4 million compared to a net income of $3.7approximately $5.1 million for the same period in fiscal 2019.2020. The increasedecrease was primarilymainly attributable to a the $3.4 million of stock-based compensationlower sales and a provision for taxation of $1.8 million reportedgross margin compensated by reduction in fiscal 2019 due to the implementation of the Tax Cutsselling, administrative, and Jobs Act, partially offset by the increases ingeneral expenses in repair, maintenance and improvements for the newly leased production premises and satellite factories, expenses related to a land purchase and its related dormitory construction, expenses to expand marketing and supporting functions in the Hong Kong office in fiscal 2020, and lower income tax expenses.discussed above.

 

37

Liquidity and Capital Resources

 

We are a holding company incorporated in the U.S. We may needAs a holding company, we rely on dividends and other distributions on equity from our Jordanian subsidiaries to satisfy our liquidity requirements. Current Jordanian regulations permit our Jordanian subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with Jordanian accounting standards and regulations. In addition, our Jordanian subsidiaries are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds. These reserves are not distributable as cash dividends. We have relied on direct payments of expenses by our subsidiaries and variable interest entity (“VIE”) (which generate all of our revenues)revenue) to meet our obligations to date. To the extent payments are due in U.S. dollars,US$, we have occasionally paid such amounts in Jordanian Dinar (“JOD”)JOD to an entity controlled by our management capable of paying such amounts in U.S. dollars.US$. Such transactions have been made at prevailing exchange rates and have resulted in immaterial losses or gains on currency exchange.

 

As of September 30, 2019,2020, we had cash of approximately $23.6$27.3 million and restricted cash of approximately $0.8 million$786,000 compared to cash of approximately $27.2$26.1 million and restricted cash of approximately $0.7 million$786,000 at March 31, 2019.2020. The reductionincrease in cash is mainly a result of working capital uses, purchase of property, plant, and equipment, acquisition of assets, dividend distribution, and repayment of our working capital line of credit.net cash generated from operating activities.

 

Our current assets as of September 30, 20192020 wereapproximately $55.2$62.4 million and our current liabilities were approximately $6.2$11.5 million, which resulted in a ratio of approximately 8.9.5.4:1. As of March 31, 2019,2020, our current assets were approximately $55.4$59.0 million and our current liabilities were $7.6$10.9 million, resulting in a ratio of 7.3.5.4:1.

 

Primary driversThe primary driver in the slight decreaseincrease in current assets are a decrease in cash and inventory offset by increaseswas an increase in accounts receivable and advances to suppliers. Accounts receivable increased $10.3 million as shipmentsfollowing the higher sales in the quarter have not been fully collected.with more shipments concentrated in September 2020.

 

Primary driversThe primary driver in the decreaseincrease in current liabilities are a reductionwas an increase in amounts due under credit facilities, current income taxes payable and accounts payable offset by increases in accrued expenses.trade credits of approximately $932,000 per negotiated payment terms with certain suppliers.

 

Total equity as of September 30, 20192020 was approximately $54.5$57.0 million compared to $50.3$54.8 million as of March 31, 2019.2020.

 

We had net working capital of $49.0$50.9 million and $47.8$48.1 million as of September 30, 20192020, and March 31, 2019,2020, respectively. Based on our current operating plan, we believe that cash on hand and cash generated from operation will be sufficient to support our working capital needs for the next 12 months from the date this document is filed.

 

We have funded our working capital needs from our operations. Our working capital requirements are influenced by the level of our operations, the numerical and dollar volume of our sales contracts, the progress of execution on our customer contracts, and the timing of accounts receivable collections.

 

On July 29, 2019, our Board of Directors approved a cash dividend of $0.05 per share. The dividend was paid on August 19, 2019 to stockholders of record as of August 11, 2019.Credit Facilities

 

Credit Facilities

HSBC Facility

 

On May 29, 2017, the Company’sour wholly owned subsidiary, Treasure Success International Limited (“Treasure Success”), entered into a facility letter (“2017 Facility Letter”) with Hong Kong and Shanghai Banking Corporation (“HSBC”) to provide credit to the Company,us, which was later amended by an offer letter between HSBC, Treasure Success, and Jerash Garments and Fashions Manufacturing Company Limited (“Jerash Garments”) dated June 19, 2018 (“2018 Facility Letter”), and further amended onpursuant to a letter agreement dated August 12, 2019 (the “2019 Facility Letter”), which was amended pursuant to a letter agreement dated July 3, 2020 (the “2020 Facility Letter,” and together with the 2017 Facility Letter, the 2018 Facility Letter, and the 20182019 Facility Letter, the “HSBC Facility”). The 20192020 Facility Letter extends the term of the HSBC Facility indefinitely, subject to review at any time by HSBC.indefinitely. Pursuant to the 2019HSBC Facility, Letter, the Company haswe have a total credit limit of $11,000,000.

 

38

The HSBC Facility currently provides us with various credit facilities for importing and settling payment for goods purchased from the Company’sour suppliers. The available credit facilities as described in greater detail below includes an import facility, import facilities with loan against import, trust receipts, clean import loan, and advances to us against purchase orders. HSBC charges an interest rate of 1.5% per annum over LIBOR or HIBOR, as applicable, for credit related to the release of goods immediately on the Company’sour documentary credit. LIBOR was 2.56%0.22% and HIBOR was 1.75%0.35% at March 31, 2019.November 10, 2020. HSBC charges a commission of: i) 0.25% for the first $50,000, ii) 0.125% for the balance in excess of $50,000 and up to $100,000, and iii) 0.0625% for balance in excess of $100,000 and an interest rate of 1.5% per annum over LIBOR or HIBOR, as applicable, for credit related to trust receipts whereby HSBC has title to the goods or merchandise released immediately to us. HSBC has approved certain of the Company’sour suppliers that are eligible to use clean import loans. HSBC charges a commission of: i) 0.25% for the first $50,000, ii) 0.125% for the balance in excess of $50,000 and up to $100,000, and iii) 0.0625% for balance in excess of $100,000 and an interest of 1.5% per annum over LIBOR or HIBOR, as applicable, for credit services related to clean import loans or release of the goods or merchandise based on evidence of delivery or invoice. HSBC will advance up to 70% of the purchase order value in the Company’sour favor. HSBC charges a handling fee of 0.25% and an interest rate of 1.5% per annum over LIBOR or HIBOR, as applicable, for credit services related to advances. Previously, the HSBC Facility was collateralizedsecured by the guarantees ofcollateral provided by us, Jerash Garments, Treasure Success, and the personal guarantees of Mr. Choi Lin Hung, our Chief Executive Officer, and Mr. Ng Tsze Lun.Lun, one of our significant stockholders. The personal guarantees were released by HSBC in August 2019. Jerash Garments is also required to maintain an account at HSBC for receiving payments from VF Sourcing Asia S.A.R.L. and its related companies.

 

In addition, to secure the Facility Letter, the Company had granted HSBC a charge of $3,000,000 over the Company’s deposits. This charge was accounted for as restricted cash in our balance sheet at March 31, 2018. Following the effectiveness of the 2018 Facility Letter, the security collateral of $3,000,000 was released.

As of September 30, 2019, no amounts2020, $932,152 were outstanding under the Facility Letter.HSBC Facility. Borrowings under the HSBC Facility Letter are due upon demand by HSBC or within 120 days of each borrowing date or upon demand by HSBC.date.

 

HSBC Factoring Agreement

 

On June 5, 2017, Treasure Success entered into an Offer Letter - Invoice Discounting / Discounting/Factoring Agreement, and on August 21, 2017, Treasure Success entered into the Invoice Discounting/Factoring Agreement (together, the “2017 Factoring Agreement”) with HSBC for certain debt purchase services related to the Company’sour accounts receivables.receivable. On June 14, 2018, Treasure Success and Jerash Garments entered into another Offer Letter - Invoice Discounting / Discounting/Factoring Agreement with HSBC (the “2018 Factoring Agreement, and together with the 2017 Factoring Agreement, the “HSBC Factoring Agreement”), which amendsamended the 2017 Factoring Agreement. The HSBC Factoring Agreement iswas effective through May 1, 2019. The Company anticipatesWe anticipate amending the HSBC Factoring Agreement to extend the term of the facility with substantially similar terms and that the Companywe will continue to be able to use the borrowings under the HSBC Factoring Agreement through any negotiation period. Under the current terms of the HSBC Factoring Agreement, the Companywe may borrow up to $12,000,000. In exchange for advances on eligible invoices from HSBC for the Company’sour approved customers, HSBC charges a fee to advance such payments at a discounting charge of 1.5% per annum over 2-month LIBOR or HIBOR, as applicable. Such fee accrues on a daily basis on the amount of funds in use. HSBC has final determination of the percentage amount available for prepayment from each of the Company’sour approved customers. The CompanyWe may not prepay an amount from a customer in excess of 85% of the funds available for borrowing. As of September 30, 2019, $16,049 was2020, there were no outstanding amounts under the HSBC Factoring Agreement. HSBC also provides credit protection and debt services related to each of the Company’sour preapproved customers. For any approved debts or collections assigned to HSBC, HSBC charges a flat fee of 0.35% on the face value of the invoice for such debt or collection. The CompanyWe may assign debtor payments that are to be paid to HSBC within 90 days, defined as the maximum terms of payment. The CompanyWe may receive advances on invoices that are due within 30 days of the delivery of the Company’sour goods, defined as the maximum invoicing period. The advances made by HSBC were collateralizedsecured by the guarantees ofcollateral provided by us, Jerash Garments, and Treasure Success, and the personal guarantees of Mr. Choi and Mr. Ng Tsze Lun.Ng. If the Company failswe fail to pay any sum due to HSBC, HSBC may charge a default interest at the rate of 8.5% per annum over the best lending rate quoted by HSBC on such defaulted amount. In addition, to secure the Factoring Agreement, the Companywe had granted HSBC a charge of $3,000,000 over the Company’sour deposits. Following the effectiveness of the 2018 Factoring Agreement, the security collateral of $3,000,000 was released as of January 22, 2019.2019. HSBC has released the personal guarantees of Mr. Choi and Mr. Ng in August 2019.The HSBC Factoring Agreement is subject to the review by HSBC at any time and HSBC has discretion on whether to renew the HSBC Factoring Agreement. Either party may terminate the agreement subject to a 30-day notice period.

 

39

SCBHK Facility Letter

 

Pursuant to the SCBHKStandard Chartered Hong Kong (“SCBHK”) facility letter dated June 15, 2018, and issued to Treasure Success International Limited by SCBHK, on January 31, 2019, SCBHK offered to provide an import facility of up to $3.0 million to Treasure Success. The SCBHK facility covers import invoice financing and pre-shipment financing under export orders with a combined limit of $3 million. Borrowings under the SCBHK facility are due within 90 days of each invoice or financing date. SCBHK charges interest at 1.3% per annum over SCBHK’s cost of funds. In consideration for arranging the SCBHK facility, Treasure Success paid SCBHK HKD50,000. The Company was informed by SCBHK on January 31, 2019 that the SCBHK facility has been activated. As of September 30, 2019,2020, there were no outstanding amounts under the SCBHK facility.

 

 30

Six months ended September 30, 20192020 and 20182019

 

The following table sets forth a summary of our cash flows for the periods indicated:

 

(All amounts in thousands of U.S. dollars)

 

  Six months ended September 30, 
  2019  2018 
Net cash provided by operating activities $1,366  $8,859 
Net cash used in investing activities  (3,053)  (717)
Net cash (used in) provided by financing activities  (1,765)  10,104 
Effect of exchange rate changes on cash  13   19 
Net (decrease) increase in cash  (3,439)  18,265 
Cash, beginning of six month period  27,834   12,196 
Cash, end of six month period $24,395  $30,461 
  Six months ended
September 30,
 
  2020  2019 
Net cash provided by operating activities $

1,713

  $1,366 
Net cash used in investing activities  (309)  (3,053)
Net cash used in financing activities  (200)  (1,765)
Effect of exchange rate changes on cash  -   13 
Net increase (decrease) in cash  

1,204

   (3,439)
Cash, beginning of six-month period  26,917   27,834 
Cash, end of six-month period $

28,121

  $24,395 

Operating Activities

 

Net cash provided by operating activities was approximately $1.4$1.7 million for the six months ended September 30, 2019,2020, compared to cash provided by operating activities of approximately $8.9$1.4 million for the same period in fiscal 2019.2020. The decreaseincrease in net cash provided by operating activities was primarily attributable to the following factors:

 

·a decrease in inventory of $8.0$12.3 million in the six months ended September 30, 20192020 compared to an increasea decrease of $11.6$8.0 million in the same period in fiscal 2019;2020;

·a decrease in income tax payable of $554,000 in six months ended September 30, 2019 compared to an increase in accounts receivable of $1.7 million in the same period in fiscal 2019;
·a charge of $194,000 of stock-based payment expenses in the six months ended September 30, 2019 compared to a charge of $3.4 million in the same period in fiscal 2019;
·an decrease of accounts payable of $1.5$14.6 million in the six months ended September 30, 20192020 compared to a decreasean increase of $3.1$10.3 million in the same period in fiscal 2019; and2020;

·an increase in income tax payable of net incomeapproximately $550,000 in the six months ended September 30, 2020 compared to $5.1a decrease of $554,000 in the same period in fiscal 2020;

a decrease of prepaid expenses and other current assets of $0.7 million in the six months ended September 30, 2019 from a net income2020 compared to an increase of $3.7$1.3 million in the same period in fiscal 2019.2020; and

 

a decrease of net income to $3.4 million in the six months ended September 30, 2020 from net income of $5.1 million in the same period in fiscal 2020.

Investing Activities

 

Net cash used in investing activities was approximately $3.1 million$309,000 for the six months ended September 30, 20192020, compared to $717,000approximately $3.1 million in the same period in fiscal 2019.2020. The net cash used in investing activities in the six-month period this year wereended September 30, 2020, was mainly used in purchasesacquisition of property, plant and equipment, and the acquisition of Paramount and its production facilities that started production in April, and purchased a piece of land for the construction of a dormitory in Al Tajamouat Industrial City, Jordan.machineries.

 

40


Financing Activities

 

Net cash used in financing activities was approximately $1.8 million$201,000 for the six months ended September 30, 20192020, for net repaymentdividend payments of approximately $1.1 million with proceeds of short-term loans andof approximately $932,000 in the payment of dividends.six-month period. There was a net cash inflowoutflow of $10.1$1.8 million in the same period in fiscal 20192020 resulting from thedividend payments and net proceedsrepayment of $8.9 million of the IPO which closed on May 2, 2018, and a net increase in bank loans of $1.2 million under the bank facilities given to Treasure Success International Limited.short-term loans.

Statutory Reserves

 

In accordance with the Corporate LawLaws in Jordan, theour subsidiaries and VIE in Jordan are required to make appropriations to certain reserve funds, based on net income determined in accordance with generally accepted accounting principles in Jordan. Appropriations to the statutory reserve are required to be 10% of net income until the reserve is equal to 100% of the entity’s share capital. This reserve is not available for dividend distribution. In addition, PRC companies are required to set aside at least 10% of their after-tax net profits each year, if any, to fund the statutory reserves until the balance of the reserves reaches 50% of their registered capital. The statutory reserves are not distributable in the form of cash dividends to us and can be used to make up cumulative prior year losses. As our subsidiaries haveand VIE had already reserved the maximum required by law, they did not reserve any additional amounts during the six months ended September 30, 20192020 and 2018.2019.

 

The following table provides the amount of our statutory reserves, the amount of restricted net assets, consolidated net assets, and the amount of restricted net assets as a percentage of consolidated net assets, as of September 30, 20192020 and 2018.2019.

 

(All amounts, other than percentages, in thousands of U.S. dollars)

 

 As of September 30,  As of
September 30,
 
 2019  2018  2020  2019 
Statutory Reserves $213  $72  $213  $213 
Total Restricted Net Assets $213  $72  $213  $213 
Consolidated Net Assets $54,466  $49,790  $57,035  $54,466 
Restricted Net Assets as Percentage of Consolidated Net Assets  0.39%  0.14%  0.37%  0.39%

 

Total restricted net assets accounted for approximately 0.39%0.37% of our consolidated net assets as of September 30, 2019.2020. As discussed above, our subsidiaries and VIE in Jordan are required to reserve 10% of net profits until the reserve is equal to 100% of the subsidiary’s share capital. Our subsidiaries and VIE have already reserved the maximum amount required. We believe the potential impact of such restricted net assets on our liquidity is limited.

 

Capital Expenditures

 

We had capital expenditures of approximately $428,000 and $3.1 million and $717,000 for the six months ended September 30, 20192020 and 2018,2019, respectively, including investment related to the purchase of equipmentParamount acquisition in connection with purchasing Paramount and a piece of land for the construction of dormitory in Al Tajamouat Industrial City, Jordan.fiscal 2020. Additions in land amounted to $1.3 million and additions in plant and machinery amounted to approximately $381,000 and approximately $1.2 million for the six months ended September 30, 2020 and 2019, while additions in plant and machineryrespectively. Additions to leasehold improvements amounted toapproximately $602,000$2,000 and $276,000 for the six months ended September 30, 2018. Additions to leasehold improvements amounted to approximately $276,0002020 and $116,000 for the six months ended September 30, 2019 and 2018 respectively.

 

In 2015, we commenced a project to build a 4,800 square foot facility in the Tafilah Governorate of Jordan, which was initially intended to be used as a sewing workshop for Jerash Garments, but which we now intend to use as a dormitory. This dormitory is expected to be operational in November 2019fiscal 2022 and is expected to house workers for the 54,000 square foot workshop in Al-Hasa County. This project is expected to cost approximately $200,000 upon completion.

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In 2018, we commenced another project to build a 54,000 square foot workshop in Al-Hasa County in the Tafilah Governorate of Jordan, which is expected to be operationalstarted operation in November 2019.2019 with approximately 200 workers. Provided that we satisfy certain employment requirements over certain time periods, we do not anticipate incurring any significant costs for the project, which is being constructed in conjunction with the Jordanian Ministry of Labor and the Jordanian Education and Training Department. In the event we breach our agreement with these government agencies, we will have to pay such agencies JOD250,000 or approximately $353,000.

 


On December 11, 2018, we entered into an agreement through Jerash Garments to acquire all of the stock of Paramount, an existing garment manufacturing business, in order to operate our fourth manufacturing facility in Al Tajamouat Industrial City in Amman, Jordan. We have paid approximately $980,000 in aggregate as of the closing date of the transaction on June 18, 2019.

 

On August 7, 2019, we completed a transaction to acquire the12,340 square meters (approximately 3 acres) of land in Al Tajamouat Industrial City, Jordan, Propertyfrom a third party to construct a dormitory for the Company’sour employees with aggregate purchase price JOD863,800 (approximately $1,218,347)$1,218,303). Management has revised the plan to construct both dormitory and production facilities on the land in order to capture the increasing demand for our capacity. On February 6, 2020, we completed a transaction to acquire 4,516 square meters (approximately 48,608 square feet) of land in Al Tajamouat Industrial City, Jordan, from a third party to construct a dormitory for our employee with aggregate purchase price JOD313,501 (approximately $442,162).

Due to the ongoing COVID-19 outbreak, management previously decided to put on hold the construction project to retain financial resources to support our operations, and also to wait and see how the global economy and customer demand recover after the outbreak. As customer orders recovered to a satisfactory level, management has decided to restart the preparation work for the construction of the dormitory. Management is still reviewing the construction plan for the production facilities. We expect to pay approximately $5 million in capital expenditures to build the dormitory. We expect to begin construction on the dormitory in calendar year 2020 and to complete the project in two to three years.

 

We projectedproject that there will be an aggregate of approximately $7$3 million of capital expenditures in both the fiscal years ending March 31, 20202021 and 20212022 for further enhancement of business and production capacity to meet expected future sales growth. We expect that our capital expenditures will increase in the future as our business continues to develop and expand. We have used cash generated from operations of our subsidiaries’ operationssubsidiaries and VIE to fund our capital commitments in the past and anticipate using such funds to fund capital expenditure commitments in the future.

Off-balance Sheet Commitments and Arrangements

 

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholders’ equity, or that are not reflected in our consolidated financial statements.

 

Critical Accounting Policies

 

We prepare our financial statements in conformity with accounting principles generally accepted by the United States of America (“U.S. GAAP”), which require us to make judgments, estimates, and assumptions that affect our reported amount of assets, liabilities, revenue, costs and expenses, and any related disclosures. Although there were no material changes made to the accounting estimates and assumptions in the past three years, we continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.

 

We believe that our accounting policies involve a higher degree of judgment and complexity in their application and require us to make significant accounting estimates. Accordingly, these are the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations are summarized in Note 2 – “Note 2—Summary of Significant Accounting PoliciesPolicies” in the notes to our unaudited condensed consolidated financial statements.

Recent Accounting Pronouncements

 

See Note 3 – “Note 3—Recent Accounting PronouncementsPronouncements” in the notes to our unaudited condensed consolidated financial statements for a discussion of recent accounting pronouncements.

 


Item 3.Quantitative and Qualitative Disclosures About Market Risk.

 

As a smaller reporting company, we are not required to provide this information.

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Item 4.Controls and Procedures

 

Disclosure Controls and Procedures

 

Disclosure controls and procedures (as defined in Exchange Act Rule 15d-15(e)) are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Our Chief Executive Officer (principal executive officerofficer) and principalChief Financial Officer (principal financial officer), based on histheir evaluation of the Company’sour disclosure controls and procedures as of September 30, 2019,2020, concluded that the Company’sour disclosure controls and procedures were effective as of that date.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting (as the term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) during the quarter ended September 30, 20192020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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JERASH HOLDINGS (US), INC.

PART II - OTHER INFORMATION

 

Item 1.Legal Proceedings

 

We are not currently involved in any material legal proceedings. From time-to-time the Company is,we are, and the Company anticipateswe anticipate that we will be, involved in legal proceedings, claims, and litigation arising in the ordinary course of our business and otherwise. The ultimate costs to resolve any such matters could have a material adverse effect on the Company’sour financial statements. We could be forced to incur material expenses with respect to these legal proceedings, and in the event there is an outcome in any that is adverse to us, the Company’sour financial position and prospects could be harmed.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

 

Item 5.Other Information

 

As of October 27, 2019, our Chairman and Chief Executive Officer assumed the positions of principal financial officer and principal accounting officer on an interim basis upon the death of Richard J. Shaw.None.


Item 6.Exhibits

 

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.

 

Index to Exhibits

 

    

Incorporated by Reference
(Unless Otherwise Indicated)

Exhibit Number Exhibit Title Form File Exhibit Filing Date
           
3.1 Amended and Restated Bylaws 8-K 001-38474 3.1 July 24, 2019
           
10.1 Agreement for Sale and Purchase between Treasure Success International Limited and Ford Glory International Limited, dated July 15, 2019 8-K 001-38474 10.1 July 24, 2019
           
10.2 Land Sale Agreement between Jerash Garments and Fashions Manufacturing Company Limited and Specialized Investment Compounds Co. plc, dated August 1, 2019 8-K 001-38474 10.1 August 6, 2019
           
10.3 Letter Agreement for Banking Facilities, dated as of August 12, 2019, by and between Hongkong and Shanghai Banking Corporation Limited, Treasure Success International Limited and Jerash Garments and Fashions Manufacturing Company Limited 8-K 001-38474 10.1 August 26, 2019
           
10.4+ Amended and Restated 2018 Stock Incentive Plan 8-K 001-38474 10.1 September 19, 2019
           
31.1 Certification of Principal Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    Filed herewith
           
32.1 Certification of Principal Executive and Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    Filed herewith
Exhibit   Incorporated by Reference
(Unless Otherwise Indicated)
Number Exhibit Title Form File Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation S-1 333-222596 3.1 September 19, 2018
           
3.2 Amended and Restated Bylaws 8-K 001-38474 3.1 July 24, 2019
           
4.1 Specimen Certificate for Common Stock S-1 333-218991 4.1 June 27, 2017
           
10.1 Factory Lease Agreement between Jiangmen Treasure Success and Jiangmen V-Apparel Manufacturing Limited dated July 1, 2020 10-Q 001-38474 10.4 August 13, 2020
           
10.2 Letter Agreement for Banking Facilities, dated July 3, 2020, by and between Hongkong and Shanghai Banking Corporation Limited, Treasure Success International Limited, and Jerash Garments and Fashions Manufacturing Company Limited    Filed herewith
           
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    Filed herewith
           
31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    Filed herewith
           
32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    Furnished herewith
           
32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    Furnished herewith
           
101.INS XBRL Instance Document       Filed herewith
           
101.SCH XBRL Taxonomy Extension Schema Linkbase       Filed herewith
           
101.CAL XBRL Taxonomy Extension Calculation Linkbase       Filed herewith
           
101.DEF XBRL Taxonomy Extension Definition Linkbase       Filed herewith
           
101.LAB XBRL Taxonomy Extension Label Linkbase       Filed herewith
           
101.PRE XBRL Taxonomy Extension Presentation Linkbase       Filed herewith

 

101.INS*XBRL Instance DocumentFiledIn accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith
101.SCHXBRL Taxonomy Extension Schema LinkbaseFiled herewith
101.CALXBRL Taxonomy Extension Calculation LinkbaseFiled herewith
101.DEFXBRL Taxonomy Extension Definition LinkbaseFiled herewith
101.LABXBRL Taxonomy Extension Label LinkbaseFiled herewith
101.PREXBRL Taxonomy Extension Presentation LinkbaseFiled herewith
+Indicates a management contract are deemed to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or compensatory plan, contract or arrangement.the Exchange Act.

 

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SignatureSIGNATURES

 

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 hereunto duly authorized.

 

Date: November 12, 20192020Jerash Holdings (US), Inc.
  
 By:/s/ Choi Lin HungGilbert K. Lee
  Choi Lin HungGilbert K. Lee
  Chairman, Chief ExecutiveFinancial Officer President and Treasurer
(Principal Executive, Financial and Accounting Officer)

 

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